Shell of a Soul
by The Ashen Lord
Summary: It wasn't supposed to go down like this. I just wanted a place to take a nap and get free food for simple grunt work. Now I don't know what exactly happened, or how I got here, but now I'm... stuck. How did this happen? Would anyone even know what had happened to me? And why won't this little girl leave me alone?
1. Shell of a Soul

I was a freshly new White Fang grunt that had been drawn in by one of their more recent rallies for new recruits. I wasn't a very "productive" member of society as every job that I had tried applying for rejected my application once I came in for an interview.

The extra set of ears in case anyone was wondering.

Funny how scarred human children can get when they see sloth claws, or are they just really long finger nails? To summarize my mom and dad (bless their souls) were two completely different Faunus. Mom was a cat while dad (you guessed it) a sloth.

The _lucky_ winner that I was I inherited both sets of features from my folks and let's just say that I was considered "different" amongst other children to put it lightly.

Another funny thing was how just having two different animal features also makes you an outcast to your own species.

Go me.

So… yeah. I wasn't exactly popular with either humans or Faunus, and that made getting, well, anything hard. My parents were kind enough to take care of me until the dreaded day came.

My big-ol' eighteenth birthday party.

Times were getting tough for my folks and they both wanted me to try and find something in Vale. Oh, did I forget to mention that we lived outside the walls in a small village named Oakwood? My bad.

Anyway that brings us back to my whole job situation. Couldn't find a job, rejected due to being a Faunus, sloth fingers blah blah. The point was that I couldn't make any money, and since my folks forced me out to "start a new, _better_ life" I was trapped in Vale.

Well I guess it's a good thing considering both my village and entire family got gobbled up by Grimm a few weeks later. (Heh… bet dad died like a hero with his sloth claws in hand.)

… Oh? Sorry I kinda spaced out there for a sec.

So, as I was starving and basically already half dead, I decided to join the White Fang. I went to a rally, got recruited, got a Grimm mask along with a simple hand gun, and a new uniform.

Black and white _really_ brings out the red in the Grimm mask.

First few weeks were just like my childhood: social outcast and all. I wasn't heading anywhere fast concerning rank or position, but I didn't care. I was getting fed and got to take naps when the lieutenant wasn't looking. Maybe that's the sloth side of me? I don't know.

So life was pretty good.

Of course, I didn't really care for the Fang's true goal: the eradication of all humans to free our race and blah blah blah.

I had recently been enjoying a nap inside a cargo container when Sydney, a fellow outcast slash the closest thing I ever had to a friend came to get me. Sydney was half deer and tiger Faunus.

Now while I'm okay with people making jokes behind my back, Sydney always made sure to beat the crap out of anyone who even joked about her legs. (psst. They are _really_ hairy)

…Phew, I thought she might have heard me, but I guess nobody can when you're trapped like I am.

We'll get to that soon enough.

So she and I stuck together most of the time, but whenever I tried to go and take a quick snooze she could always somehow find me. Even when I tried hiding up in the warehouse's support beams she freaking found me!

I know right!

Oh… that's just in case you found that as bizarre as I had.

Well, regardless, she knew where I was at the time and had told me that the boss wanted me.

When I told that I don't roll that way she kicked the crate I was resting on hard enough to cause me to fall five feet to the cold, hard, unforgiving floor. Then she proceeded to kick my lazy butt up and shove me on my way.

What a cruel mistress. (Still miss her though.)

Once I went to go see the boss he looked angry, as he usually did.

Now this guy was all clean, cut muscle. He even showed off his muscular arms by cutting the sleeves off to expose his **bear** arms. (Ba-dum tssh) Get it? He was a bear Faunus and… nevermind.

Anyways he told me that I would be on guard tonight to help prevent the rally from having any "un-wanted guests." Now naturally as a loyal follower of the White Fang's _noble_ crusade, I agreed. (Not like you had any choice in the matter you numbskull.)

It apparently _was_ an important one considering that big boss Roman bloody Torchwick was there. Now what made our oh so glorious leader decide to work with humans when the rulebook clearly stated: "All humans must die."

You must be thinking that I'm joking right? You'd be surprised what a little black sharpie marker can do to piss off your superiors. Best night in the isolation cell I've ever spent.

Now the thing that Mr. Bowler Hat was trying to convince the crowd of potential followers was what perked my interest.

A pre-field tested Atlesian Paladin stood with its menacing fifteen foot height, loaded weapons including rockets, chain guns, lasers- You get the idea. It was pretty freaking intimidating to say the least, but what made it less intimidating (to me at least) was the White Fang logo plastered on either side of where I assumed the pilot's seat sat.

Like, "Oh my god lookout! The red menace is coming for us all! Save the children, the people, but most importantly the food!" Like, oooh a big scary wolf is coming for us, run. Why couldn't they have thought of something a little bit more original?

In my personal opinion it could have used a spray job of a sloth.

Because sloths are badass.

So the rally was in motion and guess where I was? That's right.

Up on the rafters sleeping the night away as the rally went on far down below. It was going so smooth too until some black cat Faunus decided to bring a gun to the scene and fire it right in the middle of the crowd.

Now that completed three things both good and bad.

The good: the rally was over, so I could go back to sleep after this all ended.

The bad: She aimed for the fuse box and cut off the power, and before anyone's eyes adjusted to the dark she and her monkey friend had fled. But what was worse was that she had startled me awake and caused me to fall off the rafter I was snoozing on.

Now that fall _hurt_.

I think I broke about twenty bones give or take, but since I landed on my side it caused my entire leg to be shattered and my left arm to fracture. I even recall feeling my lungs fill up with my own blood as I think a rib punctured one.

What was even worse was that when my eyes finally stopped swimming, I could clearly see Roman jumping into the Paladin and rushing after the girl and her friend.

That was all fine and dandy, but since I was right in the middle of his path it made it… less dandy.

I died underfoot by the Paladin, and let me tell you that it is _not a fun experience_!

I'm not going into how it felt since it still gives me nightmares.

So, I thought that was the end of me as all I recall seeing was nothing by darkness. Not even my natural Faunus night vision helped as it was just an endless black.

It didn't last long as I saw a bright light appear above me.

It shined down hard and I felt myself getting closer to it. Gentle at first, that ride soon picked up in speed as I was flying! Zero to fifty and all that and beyond.

Eventually the light blinded me and the dark was back, and I thought that I imagined the light, but thankfully that wasn't really the case.

When I came to the first thing I noticed was that there was some weird red screen around my vision. There were numbers, graphs, and a lot of other features that I don't know how to pronounce unless I use the Hoogle search engine.

But I haven't found out how to activate that feature yet.

Anyway the next thing I notice is an annoying flashing light being shined right into my face, and when I try and move my hand to swat it away. I found that I only felt my left arm rise.

A small shriek filled my "ears" and the light moved away as I saw a little girl running down my chassis.

Yup, I had somehow found myself inside the same Paladin that Torchwick had (un)consciously crushed me under. The only way I could tell was by the clock and the picture that showed flashing red images of where the Paladin had been hit.

Legs were unresponsive, the pilot's cockpit (aka my head) had been dented immensely, and the right arm had been completely torn off.

Now like any sane person would have done in the moment that I had woken up, I went to sleep. The little girl had run off and I didn't see her, so why stay awake?

Of course though, it wasn't that easy.

I couldn't _feel_ anything really, except that I was attached to the Paladin's body. I tried everything from "Shut down" to "By the powers invested in me I command thyself to sleep!" Nothing worked… so I just sat there for what felt like hours.

Only an hour had passed when the little girl came back, but this time with a little metal pipe in hand.

And now your all caught up with the beginning. Now, let's see where this goes…

* * *

 **Well hello there everyone. Some of you may know me, but most others won't considering that I've only one main fic up on this site. The other is just a couple specials I put together.**

 **Anyway I've had this idea in my head for a while now, and thought to finally put it out there. Chapters will remain short since I wish to concentrate on writing my main fic instead, but this will be updated from time to time. When, I don't know, but I would really like to see how the RWBY community will take to this idea.**

 **Unsure if it's been done before, BUT I haven't seen anything like it in the RWBY forums so I'll assume no.**

 **Hope you all enjoy this first chapter and please consider leaving a review as I will value any constructive criticism and/or feedback. Have a good day everyone!**


	2. Friend or Sloth?

Silence ruled over the junkyard as we each starred at one another. Tiny junkyard girl with small metal pipe, which I noticed shook slightly in her small grasp.

Really, this girl was _tiny_!

And then you have me in my new giant, half-destroyed, barely functional, stillcan'tbelievethisishappeningsomeonewakemeupinsidewakemeupinsidesaveme…

… 'body.'

Junkyard girl was the first one to make a move. Small legs slowly carried her noticeably thin frame towards the unresponsive legs of the Paladin.

"h-hel-o?" Even her voice matched her frame! Now I'm not really the one for kids, but if I still had muscles and a voice box (and a face) then I know it would be making the "that's-too-cute" face.

Just imagine a small little puppy bundled up in your arms as you playfully tease it with a treat. Its little paws try reaching out for the treat while it also tries to grasp it in its mouth. Now when you take the treat away it gives you big wide eyes and a slight quiver of its mouth and- yup, now you're making the face.

I could still 'feel' my left arm and the ability to make it function, but I knew that from the last time that she might run off if I tried moving it.

She inched herself closer until she could prod my right foot with the metal pipe.

 ***TING* *TING***

Nothing happened. Not like I could _make_ anything happen save for my arm, but that was still a bad idea if I wanted her not to be afraid. The last thing I needed was for my only chance at help to run away.

Realizing that I wasn't about to make a move, the little girl climbed back atop my metal legs with almost no effort on her part to my surprise.

Scaling up my large legs until she was back up to my head she put the pipe down before looking me over.

Little did she probably know I did the same with her.

Like I said before, she was small. Around the age of nine to ten if I was to guess. She wore a small, ragged cloak that had patterns going everywhere. I soon realized it to be an old quilt that looked like it had been torn and resewn multiple times.

It covered her little body almost twice over, but if my half-assed guessing was correct, then I presume that she was in rags beneath the quilt.

Small, dirty brown locks fell down past her tired green eyes as I took note of the bags beneath them. Her skin was as pale, but not as white as snow as she took more metal plates off the side of my head-

…

' _The little brat is taking me for scrap…'_

It was only then I noticed two things, and neither surprised me. But one did push my buttons a little. (Heh. Cause I'm a robot now.)

The first being that she had a tiny little cat's tail lazily swishing side to side in glee as she took yet another piece of my head off. The other was the greedy smile that spread from ear to cat ear as she tore some internal paneling off.

That's what got me pissed off now.

Faster than I think either of us could have expected, my only functional arm made a grab for the little brat.

' _Faster than I ever was that's for sure.'_ If I hadn't had played dead then she might have gotten away, but I just about managed to grab onto her quilt-cloak, whatever it was.

"L-let me go!" She more so demanded than panicked, which was okay I guess considering that I couldn't exactly calm a panicking little Faunus girl.

Haven't exactly figured out how to verbally communicate just yet.

"I said: Let me go you scrapheap!" The junkyard brat had good aim too as she tossed the pipe directly at my only way of sight.

' _Ow! That hurt you little-'_ Wait… that actually hurt. I actually _felt_ that.

I was too stunned that I accidentally released my grip on her, and it was the impact on my chassis that broke the trance. Unfortunalty she was already gone by the time I recovered and nowhere in sight.

The camera cracked slightly on the top right corner thankfully, but now that she was gone I had nothing to do.

' _Great job. Your one chance at some help and you scared her away. Man do I suck.'_ I was surprised when small red laser beams came out of my 'nose' as they pointed in all directions.

Were they, scanning for something?

They eventually zeroed in on a seemingly normal pile of old tires and filth, but once they did a flashlight shined on the pile without my doing.

When she must have thought that I had caught her, in a way I guess I had, the little girl stepped out from behind the pile of old junk with her arms up.

"I surrender." She sounded nervous, but perhaps that was due to the twelve red laser sights locked onto her at the moment. I tried willing them to shut off, or at least not be directed at her and they obeyed.

When she noticed this she sighed in relief, but she didn't come any closer.

The light was still on her as the silence from earlier came back with full vengeance. This time it seemed that I was the one in control, but I had no intentions on harming the brat.

"Sooo… you gonna let me go or what?" She could have left any time she pleased, but I still needed her help. Thinking of any way to possibly communicate with her, I suddenly found an old skill that I picked up when my parents tried sending me to military school.

Who knew that they kicked you out for sleeping in after training?

Anyways, I began flashing the light on and off in certain patterns and took pauses with every new word that I wanted to convey to her.

 **C-A-N Y-O-U U-N-D-E-R-S-T-A-N-D M-E ?**

I knew that Morse code would come in handy one day.

She looked at me with only confusion as I tried to convey the same message over again, but we got no further than a tilt of the head.

"You trying to say something scrapheap?"

I raised my arm once more and held up a thumbs up, or at least my imitation of one as only the four fingers curled into the palm while the thumb went straight up. I had to twist the hand to the side in order for her to get the picture.

She was quiet for a long time as she seemed to sit in what appeared to be deep thought until I flashed the light at her to grab her attention.

When I tried using Morse code once again she held a hand up to stop me.

"Hold on a sec scrapheap. Are you trying to use Morse code?" Again I sent her a thumbs up to let her know she was correct.

"You suck at it."

I offered my best imitation at a shrug which ended up just being the entire arm rising and falling into the junk. I never did pay attention when I was back in military school.

"Hold on, I'll be back." She just then up and left me without another word before I could try and get her back.

I couldn't see much, but I managed to slightly turn the Paladin to the side. Besides more and (you'd guess right) more junk, I spotted the change in color of the sky.

It was the next day after I was trampled by Torchwick.

'… _Eh.'_ I didn't feel any different with just another day passing. I wonder if Sydney would be sad or just disappointed that I died at what was supposed to be an important job.

Would she miss me?

I would be missing out on a lot of sleep and food, but now I guess that didn't matter now did it? Would I still need to eat? Sleep?

What did this thing run on anyways?

Just as I was contemplating the possibilities of trying to feed the Paladin, the junkyard brat came back with something bundled up in her quilt.

I couldn't see what it was behind the fabric, but it looked small and oddly box shaped. She carefully and cautiously climbed up me once more and before I knew it she was in front of my 'face.'

"I found this a few months ago in one of Atlas's old Atlesian Knight models. It was busted as all hell, but over time I managed to fix it up and been saving it." She started where she had left off on the side of my head, by removing more panels and pieces of the Paladin's inner workings.

She had also brought tools with her, hidden beneath her quilt like the mysterious box.

It had taken a better part of the morning, but once the last panel had been replaced and she was done, she hopped off.

"Go ahead. Try speaking."

Nothing new really appeared on my HUD, but after searching for a while to try and find a "speak" button I came up empty. An annoyed look crossed over her face as her eyes narrowed at me.

With no specific button to speak, I tried my last available option.

Taking a deep, mental breath, I simply tried speaking as if I still had a mouth.

 **I love tacos.**

Both of us went silent after the deep, raspy robotic voice that came out of the voice box that she installed into my head. A smile, this time a genuine one, came across her face as she stood up quickly before she said, "I'll be back later tonight. I need to go do a few things like food, water… you get the deal. I think?"

A thumbs up was once again her response as she began running off into the distance before turning back. "Oh, and you're welcome by the by."

Just before she could get over the hill of gathered trash of metal, rubber, and paper I called after to her once more.

 **Wait! I have an important question for you.**

When she turned once more to face me with a raised brow I asked what could possibly be the most important question of my life right now.

 **Friend or Sloth?**

The little junkyard girl rolled her eyes at me in a casual manner before answering, "Sloth of course."

I knew that we would become fast friends.

* * *

 **Okay second chapter is up. I'm sure that a lot of people will find that this story shouldn't be taken seriously, but it should while it may have a happy/goofy outside, there will be serious parts come later on in the story.**

 **This is my first attempt at writing something along these lines so I am trying my best in case people think I'm only giving half-trying.**

 **Anyways have a good day everyone!**

 **P.S.- To a Guest review: no he isn't melded to the Paladin like gum on a shoe, but his spirit is trapped inside for reasons I will not discuss (yet).**


	3. Never Trust a Raccoon

The hours dragged on for what felt like… well hours.

Without the ability to move the Paladin's legs and down an arm, I didn't have much to do. Watching the clouds roll by became boring after the third hour and trying to keep the pigeons away became messier the harder I tried.

Let me tell you that splattered bird blood does _not_ wipe off easily.

Although I guess using giant, stubby metal fingers would add to the difficulty I suppose.

Singing the "100 Canisters of Dust" song for the eighth time in a row now, my boredom broke when I heard a rustling coming from somewhere to my right.

 **Hello?**

The rustling stopped for a few seconds at the sound of my voice, but continued soon after. I called out again, but this time the rustling didn't cease.

' _Where are you?'_ I wondered to myself as I couldn't exactly reach over far enough to feel for whatever was making the noise. At my thought, the red lasers flew out of my nose once again and began scanning all the area surrounding me.

They locked onto a pile of garbage to my right and a display on my HUD appeared to show a small raccoon rummaging through the garbage.

Thinking that I had nothing better to entertain myself with, a plan was already beginning to form in my mind, brain, internal processor-thing. Picking up what appeared to be old food of noodles, chicken, and rotten takeout I placed the expired food on my chassis.

I tried waiting for the raccoon to get a whiff of the food, but both it and I continued to go ignored as it gnawed on an old black and red suit. It soon spit the old fabric out as it realized that clothes weren't food.

I guess we all learn that the hard way huh?

If I had my other arm I would be crossing my arms in annoyance as lighting struck.

No, lighting literally struck as the raccoon pulled out an old tesla coil before throwing it my way. It zapped my right arm socket and sent a 'chill' throughout me.

But it gave me an idea regardless!

Placing my hand to the left of the rotted food, I began a waving motion and slowly increasing the speed until a gentle breeze sent the scent of food the little guy's way.

It was actually working as the raccoon's head lifted up and faced me. Spotting the food upon my chest I soon stopped waving my hand. The raccoon slowly made its way over to me and within a few minutes it was nibbling on the dried macaroni right next to the rotted ham.

 **Hey there little fella.**

It wasn't disturbed by my voice or the giant (at least in comparison) robotic hand just mere inches away from its head. I always did have a fondness for the animals on Remnant.

Well, at least the ones not made up of black fur, white bones, and red…

…

Actually, what _were_ the red markings on the Grimm made of? Eh, I guess we'll figure that out once volume four comes out.

God I love "Remnants Wary Black Yangies." Never did understand why the director decided on that weird title for a show about Grimm though.

The raccoon looked like it was almost done with the meal I set for it and seemed about to leave. It just needed to finish the now greenish-yellow fries and brown pickles as it gulped them down like a delicious hamburger.

' _Hhmmm… hamburger.'_

Not wanting the little guy to go just yet I decided to try and pick it up.

It was just the tiniest of movements, not even a centimeter had passed when the small creature's eyes widened to saucers.

It was as if a switch had been flipped as claws extended, fur became wild and prickly looking, and foam fizzed out of the things mouth before it lunged.

 **Ow. Ow. Ow. Ow. Ow. Ow. Ow. Ow. Ow. Ow.**

The emotionless voice that the box produced did not properly describe the feeling of tiny, sharp claws scratching at your metal face.

My arm was flailing around wildly whilst knocking into piles of garbage both large and small. Trash was sent everywhere and… well it didn't really change anything as the entire place was still literally a dump.

In truth it couldn't even penetrate the metal surface, but that didn't stop it from leaving about a hundred tiny scratch marks all along my face.

After what felt like an eternity the pain finally stopped as I managed to pry the little beast away from my poor, poor face.

 **That's the last time I try petting a raccoon.**

The annoying pest was still flailing around by the scruff of its neck as I made sure not to hold on too tight. I didn't want the little guy hurt.

At least not until I flung it as far away as my arm would allow.

 **How does Beacon sound you little mongrel?**

Rearing my arm back, I aimed for the best angle that would allow it to fly far, but then a thought flashed through my head.

' _She still needs food.'_ I knew that the little brat said that she would be scavenging today, but that never guaranteed that she would be successful in her endeavors.

I turned my hand around to look down at the little raccoon as it seemed to have gone limp in my grasp. It was still alive, but was just defeated I guess.

 **Hey. Look at me.**

It did and I groaned when I saw the puppy dog eyes the little mongrel was giving me as I twisted my wrist around so I didn't have to look at it.

 **I take it back.**

It reared its head back at me and continued to give me those same eyes as the sun was now setting. The sun's reflection just made it all the more irresistible as I gave one long internal sigh before lowering my arm down.

I didn't let go yet, but even with being close to freedom the smart raccoon knew to stay still as its feet were just a few inches from the ground.

 **Sorry brat, but it's just not in me to kill.**

I let go of the raccoon and heard its small form impacting the ground with a small ***thump*** before I watched it run away on all fours.

It looked back at me one last time once it got atop the same pile of garbage the brat climbed over earlier today. Its head tilted a little to the side as it observed me with a look that I couldn't decipher.

Not a moment later it disappeared over the garbage horizon.

I didn't know what it was, but as I saw the brat return over the same dump pile, I felt something inside me.

It was hard to describe.

Like both a feeling of doing something for the greater good, but at the cost of something else is as close as I can describe it.

She drew closer with a medium sized sac draped over her shoulder as she slid down the incline of the dump pile. She looked pleased, and that relieved me somewhat as it must have meant that she got a good haul.

Seeing her smile made me feel like I did the right thing in letting the raccoon go.

"Hey scrapheap! I got an amazing haul in today."

 **Thanks for coming back, brat.**

I was only happy to see her for the company she gave, but… no…

"I'm not a brat you useless piece of metal."

 **I'm probably the most useful thing in this entire junkyard you snot-nosed little weirdo.**

"I'm not weird!" She seethed with a hidden anger that I must have triggered by accident. Just when I thought that she might be mad at me she turned around with a shit-eating grin before saying, "Don't pretend to be something you're not scrapheap. Useful robots can at least move on their own."

 **Gasp! My feelings. You cruel, cruel girl.**

"Anyways, what did you do today?"

Thinking back to all the "exciting" things that happened today, I ended up telling her about the raccoon.

"So is that why your face is uglier than before?"

 **Yeah.**

Even if the box was capable of putting emotion into my voice, I know that response would have had none whatsoever.

 **In the end I just couldn't bring myself to kill the little critter.** The brat was in the middle of eating what looked like a good turkey leg when I continued. **So I let it go just because I'm a good person.**

She ended up gasping while swallowing which in turn caused her to start coughing hard as I assume pieces of meat got stuck. Once she managed to clear her throat and catch her breath I asked if she was alright.

She nodded her head frantically before shooing off my question.

 **So what about you?**

"What do you mean?"

 **What did you do today in terms of… well I guess what do you normally do?**

She seemed a little reluctant to answer at first, but she eventually opened up before saying how she managed to sneak food off some fat, rich broad. Of course, she had been pursued by his goons, but she proved too fast for them as she went on to fill up her water supplies with taps throughout Vale.

 **Will you be gone tomorrow?**

I was glad the box hid my true emotions of not wanting to be left alone. Normally I would sleep it all away, but unable to do that opened up a lot of time for me.

She looked up at me with a blank stare before smirking.

"You missed me didn't you?"

 **N-no. No I did not you brat.**

Her smirk turned into another shit-grin as she began singing out, "You missed me~!"

 **Again. I didn't. Not even a little.**

"Oh don't you try and fool me. I'm a lot smarter than anyone gives me credit for, and even though you got no more fleshy face, I can tell that you'd be blushing right now. Am I right?" My silence was answer enough for her as she confidently went back to her meal.

The silence stayed for a while, but it was a comfortable one as she gnawed at the rest of the turkey leg while drinking some tap water.

She looked back up at me as I noticed her tail wag a little behind her.

"If you must know, then yes. I'll be here tomorrow to keep you company since that's what you're asking me."

 **But I-**

"Again. Smarter than given credit for." She stated confidently as she discarded the bone. She stretched out before saying, "Welp, I'm gonna hit the hay. A young girl like me needs her beauty sleep if she's to grow up big and strong ya know?"

 **Yeah. Can I ask you a question before you do?**

"Shoot."

 **What's your name brat?**

It was something that I had forgotten to ask the previous day, and hadn't thought of up until this point.

"… Clem."

 **Clem?**

"It's short for Clementine. My dad named me before he went off to join the White Fang's protests." She went silent after that, and I knew that would all she'd be willing to say for tonight.

It was enough though.

"What about you?"

 **My name?**

"Duh."

 **Jonathan Boteler Roosevelt III.**

"…"

…

"Scrapheap it is then."

 **I can get onboard with that I guess. Never liked that name anyway.**

Clem smiled up at me before saying, "Night scrapheap."

 **Night Clem.**

After I saw her off, I noticed something that had been obscured by the crack Clem had put in me yesterday. I could just make out the words "Sleep mode."

A holy light flashed above me and a chorus of angels filled by ears as, if I could produce them anymore, tears would be flowing.

Off in the distance away from me, I failed to see Clem pulling out a dead raccoon from the sac she had draped over her.

* * *

 **And thus the names are reveled. I had originally planned on our dear Scrapheap never reveal his true name, but then I realized that the friendship I'm building between these two would need a more trustworthy basis.**

 **Thank you all for reading and reviewing this story so far, and sorry for the short delay in an update as I was at my aunt's house for the week and didn't bring my laptop with me.**


	4. Pinkies and Wedgies

A week has passed since Clem and I had told each other our names. Not much has occurred during that time.

Still the same boring days passing on with no one to talk to until she came back towards sunset with her "catches" of the day. Tonight she seemed a little bit pissed about something.

The way I could tell?

Her kicking my unresponsive legs and muttering a few choice curses that someone her age shouldn't know, but I'm not one to complain most of the time. Unless it involves waking me up from my naps.

 **What's wrong?**

Clem looked up at me with a pout out on her face which caused me to sigh mentally as that look only meant one thing.

Once we started to grow more comfortable around one another (which didn't take long due to our personalities I assume) Clem would always want to sit atop my head. If I didn't comply then she would refuse to speak with me save for saying goodnight.

She said that it made her feel like a princess. How much higher she could be up in the air and off the ground made her smile a little.

Extending my only appendage towards her I waited until she latched herself onto three of my fingers before lifting her up. Once she was securely on top Clem scooted herself to the edge of my head before dangling her little legs just above my vision.

 **What's got you in a mood?**

"It's not a _mood_ you useless junk-pile. It's just…" An inaudible mumble followed that had me placing my hand up against the side of my head as if I had ears.

 **Speak up. Can barely hear ya!**

Note to self: Never try doing a southern accent with an emotionless robotic voice.

"I said I…" Again more mumbling as I sighed, audible this time. Funny, it didn't sound so much as a sigh but more so like static while a computer was on the frits.

 **Just spit it out brat.**

Calling her a brat always seemed to evoke a reaction from her as one of her legs kicked my head.

"I got in a fight with a few street thugs while I was out today alright! Geez." Ahhh reverse psychology. The oldest trick in the book.

I gently offered my hand for her to climb into and she complied. Bringing her directly in front of my face I studied her a little.

She wasn't facing me as she puffed out her cheeks while her brow furrowed. Crossing her arms made the picture all the more adorable. As far as I saw there was nothing wrong with her.

 **Did you** _ **really**_ **get into a fight? From what I'm seeing you still look like your usual filthy, weak, bratty self.**

She turned around so fast that I would have raised an eyebrow if I still had one to rise. With a retort on the tip of her tongue, Clem was about to spit fire back at me before she clutched at her stomach tightly.

She tried to hide it, but I saw the pained expression on her face before she could cover it up with her hood.

 **Show me.**

"Since when did you become my parent?" She was right. I wasn't her father, and I couldn't exactly be called her guardian as I couldn't even move anywhere. We have only known each other for a little bit over a week now so could we even be considered friends.

Did she consider me a friend though?

 **You're right.**

And just as fast I put her down without any further argument. The bewilderment on Clem's face soon morphed into one of both anger and sadness.

"W-what?! You d-don't care all of a sudden?" Her anger was rising bit by bit as I continued to play my charade.

 **Nope.**

She was shaking a little as she looked down at the dirt covered ground of the Vale junkyard. "Y-you want to see so badly?! Look!" When she faced me again I could see how her eyes were widened and teeth barred.

Her fangs glistened in the moonlight as she lifted up her shirt to reveal her stomach.

"Happy now?!"

There, on her thin abdomen was a dark bruise that sent an emotion coursing through me that I hadn't felt in a long time: anger.

 **What happened to you Clem?**

Pulling the tattered cloth back down to hide the bruise once more she didn't respond at first as she quietly laid herself back up against my right leg.

We both sat there in silence for a while as the noises of Vale's downtown area filled the night sky with… well it wasn't anything majestic I'll say.

Cars are honking, the occasional shout from pedestrians almost being run over by drunk drivers, and the music coming from the club two blocks down.

"I… it was just another daily run for me to grab whatever I could use to help me survive. I noticed that it was starting to get to the time when I should head back to greet your sorry ass, but that's not how it went down."

I remained as silent as a sloth as she went on.

"I took one of the usual alleyways that I use to get back when two guys jumped me. They were human from what I could tell, but that didn't really matter as I tried pulling the helpless little girl card." I could just imagine that had I met her before my current "predicament" then I might have fallen for it.

"It didn't go as well as I'd hoped, and they tried taking everything I had sto- _collected_ throughout the day. I dropped the act and managed to bite one of the thugs' fingers right off!" A proud smile came to her face that I couldn't help but copy (in my head) as she gave one of those bastards something to remember her by.

The smile faded however when she continued, "Of course that got the first guy off me, but his friend then kneed me in the gut. It would have continued had two passing Atlas soldiers ran by the alleyway. It was enough to scare them off, but the soldier's weren't concerned with any of us as they continued down the alleyway."

Silence befell us as I processed her story before looking down at the fighter.

 **I'm proud of you.**

This confused her more than I had expected as she raised a brow at me in question.

 **You didn't back down from either of those guys, and even showed them that you weren't to be messed with. Personally I would have just told them to take anything as long as I could nap, but that's just me.**

Her small form began to shiver as she burst out laughing before saying, "You really are a… a lazy… ass aren't you?" She questioned between breaths of air as I waited for her to regain her composure.

"Wow. I mean, really? You would just let someone take everything from you as long as you could get more sleep?" Giving her a thumbs up a wonderful and devious idea came to mind.

I haven't forgotten nor forgiven those thugs and I feel that Clem will want some payback as well.

 **Hey Clem, I got a plan to get back at those guys if you're all ears.**

"I have four of them Scrapheap. What did you expect?" She blandly pointed out as I brought her up to my head once more before telling her of my dastardly scheme.

…

"Get back here you little bitch!"

"Come on hun. I still need to pay you back for yesterday. So come on out now!"

Clem had managed to run into the same two thugs from the day before. The taller one was skinny and looked like a complete pushover; which was why he was the one that had lost a finger.

His friend on the other hand was much chunkier and had perhaps the largest beer belly she had ever laid eyes upon. He was only about two heads taller than her and both his weight along with his short legs allowed her to easily get away from him when he tried pursuing.

The tall one gained a little on her trial at first, but she could outpace him as well from years of running away from authorities or other street thugs.

Both had been deliberately led to the junkyard as she would hide from them, but would "accidentally" make a noise that would alert them to her location. They were slowly being drawn closer to me as I waited beneath the piles of garbage to conceal myself.

When Clem passed by she threw a small rock against my left leg to signal me.

"Come on you little Faunus bitch. Where are you hiding I wonder?" The taller one moved right up against my left leg to remove some of the trash to see if he could find Clem.

I saw that she had bitten off his right pinkie finger and I chuckled a little at see this. Of course I made the mistake of actually letting noise escape the voice box as a deep, static like sound filled the junkyard.

Both men were wary as they looked around to find the source of the noise as the fatter one looked more than nervous. Sweat was beading down his brow and thick neck, but whether that was caused by me or the running Clem put him through I didn't know.

"Uhh m-maybe we should get out of her Frank. I don't like the looks of this place."

"Grow a pair will ya Carl? That little Faunus brat is going to pay after what she did to me! Now help me look." Frank turned away from Carl as he continued to search the garbage that I was hidden beneath.

When neither had been looking I flashed my light once on and off to signal Clem. She was standing up on top of the pile of garbage across from the thugs and myself as she started what was dubbed a "trashalanche."

' _Best name. Period.'_

Both Frank and Carl tuned to see a tan colored fridge, just on the brink of tipping over, pushed over by Clem. The resounding noise caused by the ensuring trashalanche masked me removing my arm and head from beneath the pile of garbage it had been buried under.

Once the dust had settled and both thugs had stopped coughing they looked up to see Clem sticking her tongue out at them and giving them the bird.

"There she is! Get her!" Frank yelled as both he and Carl were about to get into motion. Except the giant robotic hand gripping both men by the back of their pants stopped that as I lifted both of them up to my eye.

 **Hello gents.**

"Wh-w-what the hell is that?!" Frank cried out as Carl cried out in fear and pain as the wedgie riding up his ass was surely causing him a good deal of pain.

 **My friend has told me that you tried to rob her the other day. Funny how you lost a finger to a freaking child man.**

Frank continued to struggle as best he could, but he was only making the wedgie deepen as Carl had all but submitted to his robotic overlord. Yeah.

"W-we didn't do nothin to any Faunus brat. We were just minding our own business when she comes out of nowhere and bites my fucking pinkie off!" Frank tried to turn it around, but I knew the poorly attempted lie.

When you are as lazy as I am you learn a lot on lying when you're trying to find a good excuse for your supervisor in the Fang.

 **That's another funny thing…**

"W-what?" The nervousness in his voice made me chuckle once more, and that deep static filled everyone's ears once more.

 **I don't ever recall mentioning anything about a Faunus. Do you Carl?**

The man in question only shivered as I brought both men closer to my red eye scanner thingy. Carl looked away while Frank gulped audibly.

 **I'll be 'Frank' with you two. Normally I'm lazy and don't care to involve myself in arguments or anything really. If it doesn't involve eating or sleeping then I'm out. But…**

"But?" They both asked with worried looks.

It was then all red lasers locked onto both rats as the voice box just added onto my intimidation.

 **I don't particularly like it when my friends are hurt.** _ **Especially**_ **when it's by trash like yourselves. Now if she ever mentions, sees, or even hears either of you. I will find you. And I will kill you.**

' _Nailed it!'_

Both men's pants darkened in the crotch area as they wet themselves. Giving their pants one more pull to deepen the wedgie a little further I released them. It didn't take them long to up and bolt as fast as they could with the wedgies I gave them.

Clem came down once she saw that they had truly left and came bouncing right up to me. A smile adorned her face as she climbed up onto my leg before bursting with excitement.

"Holy crap that was hilarious! I couldn't believe how fast they ran with their underwear so far up there. I mean is that even physically possible?!" It took her a few minutes to calm down before she sat down on the cold metal.

"Thanks Scrapheap. I really appreciate it."

 **I didn't really do that much.**

"Yes you did. Now I don't have to worry about those two idiots for a long time and I'm sure word will spread to avoid me. 'Why?' They may ask. Well due to the killer robot the girl controls of course!" Clem was bursting with confidence as I could only watch on amused.

 **You don't control me though.**

"Shut up! I do as far as they know. Anyways, that's not the only reason I'm thanking you." The smile dimmed down to a tiny grin as she looked away from me.

 **Oh? And what is the other reason if I may ask?**

"You just did… whatever. Look, I just wanted to thank you for calling me your… your friend. It really means a lot to me Scrapheap."

I would have made a joke about sloths and cats, but not only was it a bad joke, multiple sirens and screams were filling up the city as I saw a pillar of smoke rise _very_ close to the junkyard.

* * *

 **Hello once more everyone. How are you all doing? Fine I hope.**

 **Anyway I apologize for how delayed this chapter was as I was at my aunt's house and didn't bring my laptop with me. So a little bit more relationship building between these two, but I both feel and think that it's time for the Breach to occur. As I'm sure a few (or all) of you are getting bored with nothing happening.**

 **After the Breach the story will be moving forwards to what I have planned next.**


	5. A Grimm Attack

"What's going on?" Clem uttered next to me as we both saw the fifth pillar of smoke rise from what I believed was central Vale. I couldn't say… well, I _could_ say my personal opinion on the matter, but I don't think she would tolerate hearing about tiny yellow men invading from the moon.

 **I don't know Clem.**

The screaming unsettled me though. It sounded like people were being hurt really badly. A deep rumble shook the ground for a moment before both Clem and I picked up on the not so friendly sounds.

 **What was-?**

"SSSHHH! Shut the hell up you idiot!" Clem yelled/whispered at me before ducking in between my legs as a growl could be heard not too far away from us.

 **Oooohhh. So the Grimm are attacking I guess?**

Clem was cutting her arm across her throat before mouthing the words "shut it" to me and turning around. A few seconds later she turned back as mouthed "it could have been a really big dog."

And here I thought I had weird opinions.

Under normal circumstances I wouldn't really care as I've realized two things throughout my life when dealing with the assholes of Remnant. First, I don't give a single lien about the Grimm as I've never had to deal with them. In doing so, when the White Fang put a younger, lazier cadet (it was me) up against one of those boar Grimm I simply didn't give a Schnee's ass.

Apparently not acknowledging the Grimm saved my lazy bum as it actually seemed blind as it tried to find me. It ended up crashing into another asshole and breaking his legs.

Nobody liked you anyways Jerry.

Now where was I again? Oh right the second reason.

The second reason being that a few months ago I had been stationed outside of Vale in the Emerald Forest. Of course instead of being on guard duty I was asleep, and such a deep sleep I was in too!

I think the Grimm that wrecked the camp thought I was dead as I recall one of the survivors telling me that an Ursa walked right by me without even batting an eye.

The power of laziness is the ultimate stealth against Grimm, but of course when you go and tell your partner she tells you that you're "dumb," "an idiot," and called it "dumb luck." Like such a thing exists.

Unfortunately for my normally laid back attitude I was more alert than I was when Sydney threatened to castrate me for not cleaning up after I had spilt an entire container of stolen Dust.

Don't ask me how I did… or managed to not die.

I could hear the growl of whatever Grimm this was drawing closer as I remained perfectly still while Clem was trying her best not to make a sound.

What came around the corner made both Clem and I as still as a corpse. An Ursa Major trudged around the corner of one of the junk piles in search of the source of the negativity.

It didn't take long for it to rear its face over towards us and immediately spotted Clem despite her best at trying to hide.

The Ursa gave a beastly roar as it began to charge at me, or more specifically Clem. She was petrified as the Ursa's meaty legs brought it closer and closer to her as I could hear her whimpering a little.

I didn't move as it clambered atop my legs. Clem retreated further back until she came up to my metal waist, or in other words a dead end.

"S-s-scra-p-phe-he-p?" The fear in her voice gave the Ursa all the more hunger as it climbed right above her position which was right atop my lap.

Letting out another roar right atop her had the tiny Faunus covering her ears as the Ursa readied a single claw in the air. A single swipe and there would be nothing left of my friend besides a red soaked stain on my waist and quilt. Now was I about to let that happen?

Hell no.

The Ursa's clawed paw was up in the air as it meant to bring it down onto Clem, but it must have found that hard when my left hand wrapped around its entire forearm. It tried pulling its arm free of my grasp, but the Paladin's body held more strength in it I suppose as I quickly clenched its arm.

The Ursa roared in anger and pain (at least I presume it was those two) as blood seeped in between my fingers and bones cracked.

In my moment of triumph I failed to see the other paw lifting up before it had scratched at my head. I was surprised to find how much it had hurt, but I didn't release it just yet as its broken arm was still attached to it.

Quickly releasing its damaged arm I grabbed its head within my bloodied fingers before squeezing as hard as I could.

That bone mask didn't last very long as I felt it shatter within my hand, and before long the Ursa stopped moving as well. Its large frame slumped within my grasp and soon it turned into nothing black embers in the wind.

 **You okay Clem?**

I was concerned for her as she had just witnessed perhaps one, if not the most violet thing in her life. I felt guilty because I needed to use her as bait to lure the Ursa close enough too. She's even shaking for sloth's sake!

 **God I'm such an idiot! Clem I'm sorry-**

"That was amazing! The way you picked it up like it was a toy and crushed its arm was so cool! And the way you just crushed its head like a grape made you look even more badass." She was bursting with excitement as she jumped up and down, but it didn't last a second sooner as she turned around with a scowl on her face.

"You lose points though for using me as _bait_! I mean really?!" I laughed it off as I was glad to see that she wasn't affected too much by this incident.

It was then that something appeared on my HUD that had me picking Clem up.

Three red dots appeared on a mini map while the sign reading 'MULTIPLE ENEMIES INCOMING' flashed on the HUD as two more dots appeared.

"What are you doing?" She sounded confused as most of the anger had left her voice. A questioning look took over when a hatch above my head opened up. "Seriously Scrapheap what are you doing?"

 **Keeping a noisy brat safe.**

"W-what?! I'm not the one-" The rest of what she had to say was muffled as I gently placed her inside my… head. Or would she be in my brain? I dunno, but that would have to thought about and forgotten later as I saw two Beowolves creep from behind more junk.

Unlucky me saw more of the wolf like Grimm appear as they began to descend on us. About half a dozen Grimm were trying to get to the little girl inside me as I tried my best to either throw them off or crush them.

They were much more agile than the Ursa had been and I had only managed to slap one away with enough force to break its neck. Another had to keep the weight off one leg as it bent at an awkward angle from my fist just missing its main body.

Multiple scratches and even a few deep cuts had covered both my arm and head as two tried their luck at flanking me. Well one succeeded as I held one in my only good arm while the other had leapt up to attack my unprotected right side.

So I can tell you that it came as a surprise to me when my right arm lifted itself off the ground and caught the Beowolf midair.

 **What…**

"Don't sweat it ya pile of junk." Clem beamed from inside my head both loud and clear.

 **How did you figure out the controls? How come I'm not able to lift my arm, but** _ **you**_ **can?**

"There'll be time for that later. On your left!" Her warning couldn't have come sooner as two more Beowolves charged me. Thinking on how to slow them down I looked to the Grimm in my left hand before rearing my arm back.

Launching the poor Grimm into its fellows did the trick as they landed in a large pile of metal scraps. One had been impaled on a rusted support beam while the other two were buried beneath the heavy metal that crashed down atop them.

Clem moved my arm without my will to guide it before it slammed the other captured Grimm down into the dirt with a wet crunch. I didn't feel anything from that arm still despite it moving, or more so that it was a numbing sensation as it brought itself back up.

Blood covered my chassis from the Grimm we had killed, but it wasn't over yet as only one remained now.

 **Of course it's the biggest one for last. How cliché.**

"Yeah. Let's just kill it."

I gave her a thumb up and she returned the gesture with my other hand. If anyone were to look at me now they would question why a giant robot was giving thumbs up to a Grimm.

Eh. Weirder things have happened on Remnant before.

Holding up both arms like a boxing champion would, we waited for the Grimm to make the first move. It didn't take it very long to charge us as it had watched us take down what must have been its pack, but that no longer mattered to it as it only wanted to tear us apart.

Leaping up into the air put it into the position for both Clem and I to launch both fists into the air to perform a double upper-cut. Both metallic fists connected with the Grimm's stomach, before ribs were shattered and internal organs exploded.

The Beowolf went flying out of the junkyard as both Clem and I cheered over our victory against the Grimm.

 **Gold team rules! Gold team rules!**

"Uhh Scrapheap?"

 **Gold team-uh yeah Clem?**

"Look." She used my right finger to point at what must have been nearly twenty more Grimm. From the looks of them they had Beowolves, a few Ursa, but mainly those weird two-legged lizard-like Grimm.

 **We can take them. No problem.**

Of course I had to go and jinx us as another message appeared on my HUD saying 'ATTENTION: LOW POWER REMAINING.'

 **Well… fuck.**

The first Grimm descended down upon us, but it didn't get far however as it was torn apart by a hail of bullets from above. I couldn't turn to see what exactly had fired, but I was thankful as a literal storm of bullets rained down atop the remaining Grimm as they either tried to flee or charge Clem and me.

It didn't take long for the Grimm to be taken down, but when I asked Clem what was going on she only said one word with distaste.

"Atlas."

Before I knew it two combat Bullheads flew overhead while robotic men surrounded me and Clem. They looked like the old Atlesian Knights, but just more polished and with a smoother frame.

It was then that a few men dressed in Atlas soldier uniforms walked up from behind the robots.

Four were dressed in the normal white and blue uniform while the third wasn't even dressed in a soldier's uniform at all, but rather a white lab coat.

"Hello in there! Doctor Fizzbizz at your service." The scientist introduced himself as a single thought passed through both Clem and I's mind.

' _What kind of last name is Fizzbizz?'_

* * *

 **Sorry again everyone, but I have some bad news. College will be starting within a week for me, and until I get used to my schedule and classes I'll need to work out times to write this story. So I will try to get the next chapter out before classes start, but not making any promises.**

 **Have a good day everyone!**


	6. Some Fizzy Business

"Hello? Yoohoo! You know I could go for a yoohoo right now. Charles fetch me a delicious chocolaty drink pronto!" Fizzbizz shouted to one of the Atlas soldiers next to him who, by the looks of it, was ready to use his rifle on the deranged Doctor.

"It's Rob _sir_." Charl- I mean Rob seethed, but whether Fizzbizz ignored him as he began walking all around me. I was used to Clem usually sitting in one place, but Fizzbizz went all over as he seemed to be inspecting me.

' _I feel violated.'_

"Those Grimm sure did a number on this model. They even managed to dislocate the right arm! Clever, clever creatures." Fizzbizz seemed to be in a deep state of thought as he made his way to my head without much of a care as to where he placed his feet.

A few dirty boots in my face later I felt a small knocking atop my head as Fizzbizz tried communicating with Clem on the inside.

"Heeeellllllooooooo? Anybody home in there?" After what felt like an hour of the most annoying knocking I've ever heard did the Doctor give up.

"Oh well, I guess I just imagined seeing this model upper cutting a C class Grimm. Nothing of interest here gentlemen. Let's move out!" Speaking as a sergeant to his unit Doctor Fizzbizz began ordering his men to vacate the area.

A feeling of relief washed over me as I've heard some crazy stories of what Atlas did deep in their labs. Especially after seeing how Fizzbizz acted, there was _no_ way I was going to allow him to get his paws on me.

I mean he's human therefore he doesn't have any paws so to speak of. Just a figure of speech really.

"Achoo…" Of course, there was still the possibility of the small Faunus girl currently inside my head making a sound to alert the Doctor. As fast as lightning Fizzbizz did a full one-eighty and shot right back up atop my head.

"Well _hello_ in there! May you please come out of there so we can talk? I promise I don't bite. Other people that is. I bite candy, steak, bread, the copierlastmonthbutthatwasitsownfaultfornotgettingmypapersoutontimeformyscheduel-" He had to take a huge breath before continuing in a slightly calmer tone. "Would you please- whoa there!"

Using my right arm Clem picked up Fizzbizz before holding him up before my face.

'TELL HIM TO LEAVE AND NEVER COME BACK.' The words displayed across my screen as Clem used whatever device I had inside my head to silently communicate.

The only downside being that I couldn't do anything to silently tell her that I couldn't as the 'LOW POWER' notification began flashing dangerously fast. I didn't have much time to think of what I was going to say before I may… well I don't know what will happen to me if I run out of power.

Sleep I guess. A good nap does sound good right about now.

A firm kick to the inside of my head got me thinking as Clem lowered the Doctor, but not enough to where he could escape.

 **I-**

"Sorry for the interruption, but might I add that if you _do_ decide to harm me then my Atlesian Knights will open fire until this model is nothing by scrap heap. Well more than it already is." That would have made my eye twitch a little if I still had them.

It was true. All those newer models along with the soldiers from before had their rifles aimed right at me, but I did notice that one of them had his aimed at Fizzbizz.

Rob seemed like a good guy.

 **I want a way to effectively recharge this model until I'm done with it. I also need you to fix this Paladin so it can function with its original purpose again.**

For the first time it looked like Doctor Fizzbizz was surprised by something. His glasses flashed dangerously as a creepy smile spread across his face.

"Since when were you in the position to make demands friend?"

 **What are you talking about? I could easily crush you.**

"True. True. But my robots will have dislocated your right arm before you could do any real damage to my form. Even if you were to use your other arm my soldiers would have thrown their EMP grenades by then and that one would be dead." He sounded confident and who was a lazy guy like me to try to falter that confidence.

But this was to protect both of us. I still had one last ace up my sleeve.

Red laser dot sights zeroed in on the knights and soldiers as I waited to see if it would cause any reaction from Fizzbizz. His smile turned even darker as he said, "The rockets? I already checked them and this model not only holds none left, but also is incapable of firing anymore unless I provided those upgrades you _demanded_."

 **Uhhhh…**

I didn't have an argument to that, but how could he have possibly have gotten all that information just from freaking tapping my head? Then again he could be bluffing to save his skin.

Bluffing to get out of something dangerous is my thing! Well played Doctor. Well played.

 **Leave me alone. This piece of junk is mine for the picking! You couldn't even use it for whatever it is you do up in Atlas. Why would you even be interested in this broken down crap pile?**

Goodbye pride. You will be sorely missed.

The bots raised their guns a little higher, but Fizz waved them off as he seemed to be losing his patience with me.

"This 'broken down crap pile' is still the property of the Atlas military, and shouldn't even have been in Vale in the first place."

' _Torchwick did a good job stealing it then. The sneaky bastard.'_

"Now will you please vacate the Paladin and I assure you that no harm will come to you. This is the last time I'm asking." It didn't ease either of our nerves with how sweet his words were.

An automated female voice filled my head as it said, "Warning: insufficient power remaining. Beginning shut down sequence in five…"

"I'm warning you. Step. Out. _Now_." Fizzbizz ordered.

"Four…"

I could hear Clem starting to hyperventilate as the soldiers readied four EMP grenades.

"Three…"

My mind was racing faster than a fifteen year old supercharged on sugar as my readings showed the knight's weapons primed to fire.

"Two…"

I couldn't let any harm come to Clem. I haven't done anything worthwhile in this life, but I could always make a start by protecting this abandoned and tired child. Placing Fizzbizz down gently I ignored the look of satisfaction on his ugly face.

 **I surrender.**

"One…" Just like every other time I've fallen asleep I was out like a light. Only this time, I was afraid if I would ever wake up again.

…

I felt like I was floating.

Not like in water or air, but more like space. Always wanted to go to space, but dumb Dust not being compatible without being within Remnant's gravity bullshit and-

Wait. I just heard something.

It sounded like "blurble blarble marble," but I'm not a hundred percent positive. No wait I'm hearing voices! Oh great, just what I needed. Going crazy in what must be the void doesn't sound like a great afterlife.

" _-models aren't… compatibility to… amazing…"_ I couldn't make out everything, but it sounded much clearer as a white light appeared (again).

Bracing for the hyper drive to kick in again it happened a second later as I limply waited to be thrown into the light once more.

 **Ugh… son of a bitch.**

It felt like a hangover, but remove the weird after taste you get in your mouth. Still have a splitting headache as I tried moving my hand up to rub my temples and found that not only could I not move, but I had no temples as well.

"So you _aren't_ mad after all Fizz!" An unknown person that I didn't recognize spoke besides the rat looking human. Oh wait it's just Fizzbizz.

The man standing next to him however looked like Santa a little with the white hair, puffy cheeks and rose colored nose. Not to mention the gut he was supporting which I might mention made him look seven months pregnant with twins.

Okay, kinda being a bit of a dick now.

 **What's going on?**

I looked around the room I was in and noticed- wait a sec. I can look around?!

' _Praise Monty above! I can see things that only used to be in my peripheral vision, but now I can look to see those things!'_

"-and that is why you are here lad." Santa explained as I just missed out on the explanation as to how and why I was here.

 **Could you repeat that? I kinda got over excited at being able to look around again and blocked everything out.**

"No worries lad. My daughter was the same way when she was first started out." Santa laughed a little at what must have been a fond memory of his daughter before going into explanation.

"Fizz here found you and a small Faunus girl out in Vale's junkyard shortly after the Breach had been contained. After you had "surrendered" to Fizz, he had you brought back to his lab located here in Vale." Fizz shot Santa a side glance while mumbling something I didn't catch, but made Santa roll his eyes as he continued.

"He called me immediately saying how he had found something which mankind had never seen before. At first I found him crazy, well more than normal that is," Fizz huffed while Santa playfully nudged his side, "but when he sent me the videos of you talking and shared his theory with me it got me curious."

 **So what's this thesis? And where's Clem?**

"My theory was, at first, that a new AI had been developed by the White Fang and implemented into one of the stolen Paladins. Of course I realized the absurdity of this theory as how could the White Fang possibly be smart enough to create artificial intelligence?" Fizz chuckled at that, but I let it slide as I could agree that the Fang weren't the smartest group.

"So I changed it to something a little bit out of character for me. I suggested that some form of Aura manipulation by who you once were allowed you to fuse with the Paladin and-"

 **Wrong.**

"A- excuse me?" Fizz raised a questioning brow as Santa looked on with mild interest.

 **You're wrong Fizzy. Never had any aura and no AI in this metal head.**

I found it surprising that I could move both my arms, but they were still constricted by magnetic cuffs as I tapped my head.

*CLANG*

Fizz went quiet after that as Santa went to say something, but I cut him off.

 **I won't ask again. Now where is Clementine?**

"I assure you the girl is safe and is currently under the supervision of my daughter. If you cooperate with us then I promise that we will allow you to see her." Santa put up a calming smile, and I could see it in his eyes that he was telling the truth.

… **Fine. But first I have a few requests before I tell you anything.**

"You can't make-!" Fizz tried to get out but Santa shushed him before gesturing to me to go on.

 **First off, I want to see Clem first to make sure she's safe. Next, I want her to be taken care of until I get out of here. So food, bedding, anything else to make sure she is comfortable, and someone to talk to.**

Santa didn't make any motion or expression as Fizz silently fumed next to him. I didn't notice it before, but Santa was a good foot shorter than Fizz. It reminded me of a cartoon that I had watched as a kid, but I don't remember it now.

 **Finally, what's your name? I can't keep calling you Santa.**

For the first time since I met him, Santa had a surprised look on his face before that face broke into laughter.

"Oh, you must- haha- forgive me. M-my daughter used to call me that when she read her first Dustmas book." After his gut ceased bouncing Santa looked up to me with a twinkle in his eye before saying, "You may call me Doctor Polendina…"

 **Just call me Scrapheap. Nice to meet you Doc.**

Deciding to look down at that moment I saw that my legs had been positioned in a kneeling position. Turning to Fizzbizz I motioned down to my legs.

 **I got a problem here Fizz. I can't feel my legs!**

 **Been a little bit hasn't it folks? Well I do apologize, and the time between each chapter may get a little longer as college has recently started up for me. So between this story and my main one this one will be gotten to second.**

 **I hope that this doesn't make anyone decide to stop reading this fic as I really do appreciate everyone that has read and followed/favorited this story so far. I mean there are a LOT of RWBY fics out there so I know that this one will be harder to come by, but to have gotten this far already? That's an accomplishment and I can't thank all of you enough.**

 **I will do my best to get the chapters out sooner than I have previously, but schoolwork will start to pile up if I don't get on top of it. Until next time everyone! I will talk to you all in the next chapter.**


	7. Shocking News

A metallic whining sound filled the usually busy halls of Fizzbizz's lab. Without the constant echoes of walking feet allowed the whining to bounce all throughout the lab.

I could hear the whining quite clearly in my "man cave." Only it was less of an actual man cave and more of a cheap imitation of one.

A normal sized television had been set up to allow me to watch whatever I wanted out of the three channels provided by ol' Fizzy himself. A beanbag chair had been set up to the right of my "bed" per my request.

Now I know what you're thinking, but sometimes my wrist gets a little rusty and I need to rest it on the comfy, blue bag of beans. In the last few weeks, the Doc and Fizz allowed me one free hand while Clem and Penny were over.

Speaking of which…

I let out another whimpered whining sound as Clem garbled up the strength of a Grimm (somehow) and threw the beanbag chair at my face.

"Shut up already! Fizz said he would be back with the pizza soon, and why are you whining anyway? You can't even have any you big idiot!" The yelling Faunus girl beneath me proceeded to throw a beaker at me as another low whine began to escape my voice box.

A small ting sounded as the beaker bounced off my head before falling to the metal floor.

A dexterous hand caught it before it could shatter (completely that is), and by dexterous I mean Penny flopping down at the last second to catch it.

 **That really hurt Clem. I'm going to tell Fizzy on you!**

Clem only rolled her eyes at that before a small chuckle escaped us both, and before long we were laughing together. Standing up Penny set the beaker down gently before turning to address us both. A broad smile on her face.

"Friend Clem and Scrap, you two never cease to make me laugh." Clem looked up to the girl in question as she pointed towards me.

" _That_ doesn't bother you sis? Not even the tiniest bit?" When she shook her head Clem seemed to ponder if the girl was right in the head. Penny was a kind girl from the start, and had continued to be so for a while now.

Even I found it strange at times that she seemed to never show any sign of annoyance at Clem and I's antics. All in all, it just made the girl that much sweeter in my opinion.

Grabbing hold of the beanbag I proceeded to place it atop my head before fanning myself.

 **Clem, could you turn up the AC? I think all this heat is causing a fever and we both know what happens to machines when they overheat…**

"The only heat that's going to your head is all that hot air in what you call a brain."

I gasped in pain before clutching at where my heart would normally have been as I cried in pain.

 **That hurt Clem.**

I tried my best at an upset voice, but it was useless with the single modifier on the old voice box Clem had gotten me a while back.

The Doc and Fizz offered to upgrade it for me, but I refused them as I wouldn't be parting with the first gift my friend had given me.

Penny continued to laugh at our antics before her attention had been drawn to the news channel that had been playing in the background.

Both Clem and I regarded the news as well as it went over the fast approaching Vytal Festival. Only a couple of weeks away, Penny grew more and more excited with each passing day.

From what she had told us she would be participating as a competitor representing Atlas (no surprise there). During my observations of myself from the Doc I would bring it up, but he would always get a strange expression on his face.

It was a mixture between longing and some form of nervousness.

I never made mention of them as I saw it as just a father worried about his daughter, but understanding that she was growing up and needed to be free.

 **The festival is fast approaching Penny. Think you'll be ready?**

"Of course she will be. Big sis has some kickass moves that will tear right through anyone she faces up against her! Show him sis!" Trying to sic Penny on me never worked for Clem, but even I eventually grew curious about our friend's fighting ability.

"He'll have to wait until my first fight Clementine, and that will make it all the more 'kick-ass'." Clem frowned at that, but soon turned it around as the doors to my room opened and Fizzbizz walked through juggling a soda, one large pizza pie, and a lot of science materials that I couldn't recognize save for a few textbooks and one microscope.

 **Hey Fizz. I'd offer you a** _ **hand**_ **, but I'm a little** _ **immobile**_ **at the moment. Mind giving me a** _ **step-up**_ **?**

The audible groan of both Faunus and Atlas scientist penetrated the air as Penny (bless her) gave my glorious puns a good laugh.

"Here's your _pie_! Enjoy." When no one save for Penny (again, bless her) laughed at his pun, Fizz turned around in a huff after giving Penny and Clem the food. When he stalked up the lab's stairs to his small observatory, or as I liked to call it, "Fizzy's Lookout," I saw him starting to sort through the large pile of science materials he had brought along with him.

We were neighbors in a way.

I would sometimes see him stay up in his observatory for a couple days from time to time. One time it was nearly five days that he would stay up there; only coming down to refill his coffee cup, shower, and say hi to me.

Okay maybe that last one I lied about.

It was random when it came to Fizz, but that's what made him unique to me.

I mean ever since I first moved in he seemed to hold some sort of ill will towards me, but I see it as him just being shy. We'll be good friends one day; even if he declines all my sleepover invitations.

Hearing the sound of the door opening again I looked up to see Dr. Polendina strolling in with a skip in his step. That was how he always was whenever Penny was hanging out with Clem and me. He must be one really proud dad, because whenever he thinks I'm not looking I catch him and Fizz talking up in the observatory.

While Fizz talks about Penny's performance and combat capability I always catch the Doc proudly smiling down at her while we hang.

And before you ask: yes I can read lips.

Having a military combat war machine with enhanced tracking and HUD display _really_ makes spying too easy.

"Penny, please be a dear and take Clementine out to Vale for a few hours." With how sweet his tone was he could have even gotten Adam Taurus to do whatever he asked.

…Okay maybe not that sweet.

"Yes father. Come now Clem! A friend of a friend of mine recommended a new bookstore that just opened up. It's called 'From Cover to Back-Cover'." I could tell by the way Clem rolled her eyes that she was thrilled by the idea.

 **Good idea Penny. Clem told me that she just loves to read. You should take her to as many bookstores as possible. Oh and she likes going to clothing stores to shop for frilly little dresses.**

If looks could kill I would have said, "Too late. I'm already dead." So the glare Clem sent my way would have to melt my metal body as she tried franticly telling Penny that it was a joke, but the eager ginger was already carrying Clem against her will towards the door.

Just as the metallic doors shut I saw the fuming little girl mouth the words, 'I'll get you for this.'

I only waved after her with a mental smug look on as both Fizzbizz and Polendina met up at Fizzy's Lookout. They went over any advances in their research, and from the slight scowl on Fizz's brow and even the clear frown on the Doc I knew what that meant.

The Doc pressed a button as a microphone sounded before he spoke to me.

"Testing one, two, three. Scrapheap could you please…" He didn't even have to finish as I silently placed my hand back into the magnetic cuffs that restricted my movement. A slow whirring sound came to life as a waving blue magnetic field surrounded my wrist before locking on place.

"Thank you lad. How are you doing today? Anything different in his actions Dr. Fizz?" His voice was calm as usual as he turned to regard his fellow scientist.

That was another thing that I noticed whenever these two got into the same room with me. They never called each other by the other's first name.

I mean I get being professional and all, but I've found myself asking... well myself if they are doing that on purpose. Could it be that they figured out about my past in the White Fang?

This Paladin still had the Fang's logo plastered right onto it clear as day so that's what I'm going to assume until I gather more information.

It was then that they started their daily procedures on me as metallic arms extended down from atop the ceiling. There were only two in total and each had a multiple of tools that it could cycle through as a scanner of sorts began probing me.

"Nothing new in the Paladin's framework save for a few lingering dents from being in that junkyard for so long." Fizz sneered at that thought as the scanner was placed away and a small torch took its place.

 **You'd come to love it Fizz. After you get past the smell and abundant of rodents and bugs you grow into it. The garbage that is.**

That earned another sneer from Fizz while Doc sent me a short smile before the frown took over once more.

They continued to poke and prod at me for another hour. Asking me questions that I either could or couldn't answer and we were reaching the home stretch.

The thing I hated most.

Both mechanic arms' tools cycled through until each of them carried a very, very large tasers attached to the end.

"Are you ready Scrapheap?" Polendina asked as I spotted Fizz's finger hovering over the button.

 **Just get it over with Doc.**

If they could hear the dread in my voice then they didn't care as both men activated the aura-shock therapy tasers. Everything shook around me, but I guess that the hopes of it being an earthquake were slim to none as my entire body vibrated.

My HUD began glitching as static began entering certain parts of my vision. My arms flailed wildly as the magnetic cuffs held firm, but even then you could hear the sound of metal bending.

I must have been yelling as through the static and glitchy screen of my HUD I saw another small crack appear along the glass that protected both men.

Thanking Monty when it ended I slumped over, utterly put out.

That feeling was worse than anything I had ever felt throughout my life, and I had to endure that utter hell every day. So it came to no surprise to me when the Doc came rushing down as fast as his stubby legs could carry him.

"Are you alright lad?" Fizz followed shortly behind the Doc and added, "And where did it hurt most?"

My left hand gave an 'eh' kind of motion as my right flipped off Fizz, but both scientists began to speak despite the ringing still in my head.

"For weeks now the only reaction we ever get out of him is when we use the shock therapy! It's the only way to show that whatever he is, it's some meld of AI and actual aura based manipulation Dr. Polendina! And you're telling me we need to stop?!" Fizz sounded crankier than usual, and for once I would just like for him to shut the hell up.

"Don't you see Dr. Fizz that it causes him pain?! Clearly each time we do it his vitals grow weaker and weaker. Not to mention the damage to the actual Paladin itself for that matter. We need to find another way." The pleading in his voice must not have reached through to that sack of crap Fizz called a heart.

"The toughest experiments yield the best results Dr. Polendina. And need I remind you that this is _my_ research. The only reason I asked you to partake in it is that I actually value your input, and needed someone's own opinion that I respect." Fizz didn't look down to Polendina as the shorter man brought up another point.

"And need I remind _you_ Dr. Fizz that you are currently harboring stolen Atlas military property that could have you court-martialed. Look, I'm asking you as both a friend and colleague that all you do is find another way of advancing your research. A way that will not leave him in an actual scrapheap." I was still recovering from the shock therapy, but gave a small cheer for Polendina as the scowl returned with a vengeance atop Fizz's brow.

He didn't answer as he silently stormed out of the lab, but just as he reached the door he turned back to Polendina before uttering, "Watch what you say about court-martialing Dr. Polendina. After all, your dear daughter is a part of that same military _property_ that could ignite a conflict with Vale if what she really is was ever found out by the public."

The echo of the metallic door clicking shut sounded out through the empty halls as Polendina turned to me. His deep sigh was a sign that arguments like those happened more often than not, but right now I didn't care about Fizz at all.

"I sincerely apologize for his-" Tired and now worried eyes glanced up towards me as I cut him off.

 **Don't Doc. I don't care for your apology, and I doubt I'll get one from him either. But I'm glad that we have some time to talk.**

"I'm listening lad."

It had been weighing on my mind for a while now, and with the Vytal Festival only weeks away I needed to get this out there.

 **Look Doc, this has been weighing me down for some time, and I'm not talking about the cuffs. The Vytal Festival is coming up soon and I want to be the one to take Clem there before…**

"Before what exactly?" I remained silent as he waited for me to elaborate, but when I didn't he coughed into his hand before asking, "What are you getting at here Scrapheap?"

It took me a few minutes before I let it all out.

 **I notice that every time that prick and you put me through that "therapy" crap, more glitches start appearing across my screen.**

He must have thought about that as well as he didn't seem all that surprised, but he remained quiet to allow me to continue.

 **I find it harder to move sometimes, but I do my best to hide it from Clem and Penny. I think- no… I know I'm running out of time. I don't know exactly how much longer I have, but I can feel myself slowly slipping out of this body. I think my aura is draining due to that shock treatment, but the thing is…**

"You never had any aura to begin with. That can only mean-"

 **My soul is slipping away from this body.**

The Doc went into deep thought at that as he looked to be thinking at a mile a second as he went through what must have been thousands of different theories.

"How is this even possible?"

 **I don't have all the answers, and I don't care about getting them. I only have one request if you'll grant me it.**

It actually surprised me, but more so made me mentally smile as he replied, "You and Clem have been good friends to my daughter as she seems to be opening up much more to others. If this is how I can thank you then what is it you want me to do for you?"

 **Anything?**

He seemed hesitant at first, but that quickly died as his eyes steeled themselves.

"Anything."

… **A hammock and a blueberry nightshade.**

A questioning brow rose at that answer as he slowly asked, "That's what you want?"

 **Well the nightshade is more for decoration than anything, and the hammock will allow me to relax easier. Doc, I want you to make me a new body.**

 **What's going on everyone? I'm still working on my other fic at the moment, but thought it was about time to get back to good old Scrapheap. I actually missed writing this fic, but college has recently started to pile up a bit and I just want to watch Youtube and sleep.**

 **But since you've all been so patient I made this chapter longer than previous ones as a thank you for waiting for me. I appreciate all that have favorited and followed so far!**

 **I hope you guys and gals liked this chapter as I'm going to make the shift into the darker part of this fic. Poor Scrapheap and Dr. Polendina. Well again I hope you all enjoyed this chapter and is anyone else excited for RWBY Volume four?**


	8. Sloth From Machine

**Penny's gone.**

"I know."

 **She won't be back for another week at least.**

"I _know_." Irritation began to seep in.

 **That means we only have each other for company.**

"I _know_!" Clem sat up at that point. Her little legs dangling just in front of my eyes as we settled back into the silence that had taken over for nearly two hours now.

 **You were right. Her moves are pretty kick-ass when she gets going. That girl with the spiky hair never stood a chance.**

"Weren't both her opponents guys though?" Clem began drumming her fingers along the metal surface of my head that caused echoing within my mind.

 **With how he screamed he could have fooled me.**

Honestly, both of those chumps were from Beacon weren't they? Surely that school could have produced some better future Huntsmen. Well if _that_ was what was going to be protecting Vale's walls in the near future then they are all doomed.

"It doesn't take much to fool you Scrap. After all you thought that girl with the black bow on her head wasn't a Faunus." She snickered when I tried protesting, but I let it go as I laughed.

In all honesty though how was I supposed to see through such a clever disguise?

"You're dumb."

 **So are you.**

I was surprised when she didn't deny it, but instead giggled as she said, "I guess we both are you useless pile of metal."

 **You** _ **could**_ **be right you leftover piece of a cat's furball.**

"Junkheap."

 **Brat.**

"Oil sucker."

 **I run on Dust and willpower thank you very much.**

Clem snickered and had a retort on the tip of her tongue when Dr. Buzzkill decided to ruin our friendly throwing of insults. Another downer was that Dr. Polendina wasn't with him due to the fact that he had other important business to take care of.

Of course both Clem and I knew it was because he wanted to watch Penny and make sure she was alright.

When I asked the good doc to hook me up with a robotic body his initial reaction was stunned silence. Soon that transferred into calculating theories and time before morphing into some giant ball of excitement, nervousness, and hesitation.

He told me he couldn't make any promises, but that he would at least try. Not the best answer I was hoping for, but a soul slowly slipping out of a giant war machine due to some asshole's research couldn't be choosers.

Was that how the saying went? Memory has been a little funky lately.

"Time for you to leave little runt. I have important research to conduct with our dear resident _comedian_." Fizzbizz laced the word with enough venom to kill a Deathstalker two times over as he pointed towards the door.

 **Aw come on now Fizzy. My jokes are really good, and Clem isn't a runt. She's a-door-able once you get past all the irritation.**

The small Faunus girl groaned into the beanbag chair as another vein seemed to pop out of Fizz's temple.

"I have one for you then Mr. Comedian. Knock knock."

 **Who's there?**

"Send."

 **Send who?**

"I'll send this runt back to living in the junkyard if you both don't start listening to me." The room went silent as I imagined Fizz trying to get Clem back there without a fight.

Approaching said girl he kicked the side of the beanbag chair to jar her attention. When a glare was sent his way he narrowed his eyes before pointing towards the door with a shaking finger.

"Wait outside in the lobby while I conduct my experiments, and don't come back until I say you can." When Clem didn't even budge from the chair I could have sworn his voice rose in pitch. "Need I repeat myself runt?"

Ignoring the comment entirely Clem defiantly said, "No. I want to see what these "experiments" are. Dr. Polendina never tells me and Scrap always pretends that he doesn't know anything about them."

 **Experiments? No one told me we were conducting experiments! Oh! Can we make a plastic volcano display, but use fire Dust powder instead?**

"See? He's an idiot whenever I bring them up. I want in on what you're doing to my friend here, and I won't take no for an answer."

Another vein slowly make itself known along the wide expanse of Fizzy's forehead as he grit his teeth before saying, "The lab is no place for bothersome pests like you. Leave now before I have to force you to."

That got the joke out of me as I looked down on the _good_ scientist.

 **Careful** **with your words Fizz. They may just come back to bite you.**

He looked back up at me from next to Clem, but showed no fear as he boldly took a step closer towards me and said, "It is _my_ lab and I will not be ordered around by some Faunus brat and a rusting comedic trash heap. Now **leave** girl."

I had to give points to Clem for standing up to the bastard as Fizz was at least thrice her age and nearly four feet taller than her.

"No." It was the only word she uttered as something in Fizz seemed to crack a little.

Roughly grabbing a hold of Clem's wrist Fizz began tugging her along towards the door as she tried to wretch her arm free. The magnetic cuffs held strong as my hands vibrated in place as I barked out for him to let go of her.

 **You're going to pull her arm out of her socket! Let go of her now!**

Just as they arrived at the door he let go of her wrist, and from here I could already see markings of a bruise that would be forming. But that wasn't the icing atop the cake however.

Fizz turned back to look at me, and for once there was a smile plastered along his face. Not the fake, friendly one he used when we had first met nor was it the one that he would plaster to mock my jokes as he told poor ones of his own mind.

No, this one was the bastard's true smile. It was cruel and crooked as he, when Clem tried turning around to run back past him, kicked her right in the gut with enough force to send her out of the room.

Damn these magnetic shackles. Damn them for being so strong and this body so weak as the Paladin's wrists tried breaking them apart.

A second later the door closed and locked itself before Fizz headed back up to his little safe haven up above in his observatory.

"Are you ready for your daily checkup?" His snide voice came through the intercom system as it bounced a little throughout the lab walls. I silently looked up at him hiding behind the glass barrier as he cupped a hand up to his ear.

"Silent? That's a first for you. I'll take it as a yes then."

The mechanical arms came down from the ceiling once more as they not so gently poked and prodded the Paladin. I felt almost every poke, zap, and clang as Fizz used every tool within his arsenal to conduct his "research."

"Well that should be enough data in those departments. Let's move straight on to the _fun part_ shall we?" The way he said it really didn't make it a question of choice.

Alarms began to go off in my head (both literally and metaphorically) as both robotic appendages switched to their most deadly tool.

I was panicking on the inside, but it wasn't for the pain about to come or for the slightly crazed look in Fizzy's eyes.

My worries were coming from the pounding on the metallic doors just outside as muffled cries could be heard just beyond. Fizz rushed through the checkups to get to the shock therapy just so Clementine could hear my pain.

Telling myself that I could fight the pain didn't help my state of mind as the dual shock tasers shot out five hundred bolts of electricity.

… **..gh…**

"Oh trying to be tough for her state of mind are you? Valiant sure, but in the end no use really." With that Fizz cranked up the voltage to several hundred bolts before firing once more. He must have held the trigger down longer this time as the ringing usually wasn't this early.

 **..Thanks for the …charge Fizz. This treatment is really** _ **c-charging**_ **me up for when I** _ **bolt**_ **up there to- to kick your pale ass.**

To say that it scared me when Dr. Fizz actually _laughed_ at my puns would be an understatement.

After catching his breath he cracked a crooked smile at me before replying in an amused tone, "Still able to make jokes after several hundred volts eh? Well I must commend you for still having a sense of humor after everything we put you through."

 **We?**

"Yes 'we' you useless metal husk. Both Dr. Polendina and I have always looked forward to see how you would squirm beneath our thumbs."

 **You're lying.**

"Am I? Did you really think he actually cared for you or that little runt outside?" He said with a laugh as he continued, "He only pretended to care for either of you two because of that insufferable daughter of his. She desperately clinged onto you specifically as you are the closest thing to what she actually is. The runt was just an extra that she never really wanted."

 **Shut up Fizz. I know that isn't true. And what do you even mean by "what she actually is"?**

"Well I'm not really surprised that no one save for Dr. Polendina, General Ironwood, and myself would know about her true origins. Penny is an android created by her _father_ since he could not sire any children of his own. In his desperation to love something he created her to fill that void in his heart."

I listened to each word and found it harder and harder to see the lies woven within each one.

"Penny Polendina is simply a machine that holds code and numbers to simulate what it would be like to have a sweet, innocent daughter. One he could call his own, but also one he was forced to create into a weapon for General Ironwood."

 **So what does that make her then?**

"Ugh. Still you do not understand? Fine. I will put it in the most simple of terms that even _you_ could understand with some effort." The next words that came out of his mouth sent me over the edge.

"She is not real."

 **And Adam Taurus likes to wear frilly tutus and dance with humans. Bull. Fucking. Shit.**

She may be made out of wires and metal, and that didn't make her real. She may be programmed to smile, laugh at terrible puns, and even to love, but that didn't make her human.

No. What made Penny a real person was the bonding and friendships we formed in this terrible place. Fizzy was right though in one regard: both she and I are almost the same.

"Well I think it's time we get back to your treatment then." Just before he could activate the shock once more I interrupted him.

 **You were right Fizzy.**

Calling him by his pet name caused him to pause, even if only out of irritation.

 **That girl out there fighting in a tournament to make her father happy may be made out of nothing but metal and wires, but she is more human than you'll ever be.**

Fizz activated the shock therapy, but that didn't stop me.

 **This useless pile of junk chained in here to be experimented on by a coward is braver than you could ever hope to achieve.**

He cranked up the voltage to a thousand, but that didn't stop me.

 **A bright, innocent soul stil-l experiencing the world and its many wonders around it thr-through the eyes of an android, and a lazzzy soul that died and w-was put into a big clunky body with no one to remember who he was.**

My HUD's screen could barely register the room anymore. The ringing in my head turned into a full on alarm as sparks emitted all across my frame. It was still worth it to see the frustration plastered across Fizz's stupid face.

Especially when he cranked it all the way up to five thousand bolts of Dust fueled electricity.

But that didn't stop me, although it was coming close to.

 **A-nd and… at least know… h-how to be… fffffrr-rriiiie-een-nd…**

My soul was slipping away from the smoking body of the Paladin. And for once in my life I held true fear in my being as I didn't want to face the unknown again… alone.

Everything faded into a blackish gray, or maybe it was a really dark navy blue, or perhaps it was a…

* * *

 **Hey everyone. Been a REAL long time since the last update. For those of you that worried that the story had been canceled fear no longer. I do plan on completing this story to the very end, which isn't too far off actually. I can only apologize for how long this took me to get out, but between my main fic and college things got pushed back.**

 **You all deserve a longer chapter, and originally I had what will be Ch. 9 so far in this one, but I decided it would be better to cut this chapter off where it was. If you all will bear with me I promise that I will get this story completed, hopefully before the new year.**

 **Thank you all who have stuck with me and haven't unfollowed/unfavorited this story. I know it isn't much but I do appreciate it a lot. Hope you all had a good Thanksgiving (if you celebrate it of course).**


	9. Old Waffles, New Syrup

…

… really…ugly brown..?

Wait? What? Where am I?

Static filled my eyes as that was all I could actually really see at the moment. Was I back in the Paladin? Either that or the afterlife needed to get its cable fixed.

Slowly things began to make themselves clearer to see, but only enough that I could get a general lay of the land. Unfortunately it was the exact same hellhole I just left behind.

Although there were clear differences from what little bit of scanning equipment still worked on the Paladin. A small layer of dust (the normal kind) covered the entire lab suggesting that at least a week has passed without housekeeping.

More importantly I found that I couldn't find Clementine anywhere. Not near my feet, not on top of my head, or underneath the bean bag chair.

It was then I heard rustling up in Fizzy's Lookout, and when I zoomed in I could just make out the hunched over form of the man himself.

When he stood up he was holding a multitude of papers, files, and other boring documents that held no interest to me. The only thing that mattered to me right now was finding out where Clem was.

Not noticing it before the mechanical arms still hung slightly ajar in front of me from when Fizz tried killing me. He was still close to the controls so I couldn't risk him knowing that I was still alive, but I also couldn't wait for him to leave. Right now he was my only chance at finding out where Clem was.

A bit of good news fortunately was that the restraints seemed to have been completely shut off. In fact a lot of the lab looked to be running on fumes.

Trying to move my right arm actually worked; unfortunately I had not calculated it lying along the metal floor. Thus the resulting banshee-like screeching that would leave any Faunus reeling back from the sheer volume.

Fizz stopped like a deer caught in headlights, and when he looked at me he looked worse than the last time I saw him. Skin was paler, hair was in a mess, and his once pristine lab coat was stained yellow with what I was hoping was sweat.

Note to self: Fizzy has massive sweating problems.

"How in Oum's name are you still alive?"

I couldn't answer him when I tried to speak. Probably due to the bastard frying my voice box that Clem had gotten me.

"First the invasion, and now the terrors of my life coming to haunt me. What's next? Fairy tales start coming to life?" His voice was on the border of hysterical as I wasted no time in trying to free my non-functional arm from the still functioning magnetic restraints.

Fizz must have seen this as he was back to the control panel in a flash before trying to divert any remaining power to the aura-shock therapy. Any lights that were on soon kicked the bucket as I saw the first spark emit from one of the arms.

"This time you'll stay dead. At least this way we'll have one less monster to worry about." Any thinking power discarded what Fizz was saying as I concentrated on trying to break the restraint.

Invasions and monsters? Did he mean the Grimm or the White Fang?

Cracks began to surface all along the face of the restraint as I felt some of the force holding my arm loosen up.

But just like every other escape attempt in any bad spy movie the 'deadly weapon' was getting closer to ending the dashing protagonist.

I was getting close too, but whether through the beating I gave it, or if Fizz rerouted the power to the shock therapy I would never know. My arm came loose and uselessly fell to the ground limp and that split second when I was caught off guard the shock therapy was sent to max power.

Only one of the arms emitted the electricity, but it was still enough to cause me immense amounts of both pain and discomfort.

So this was how I was going to go out huh? Death- correction, _re-death_ by electric shock at the hands of a racist lonely Atlas scientist.

To be honest I thought I would go out again by fighting a giant Grimm in a giant robot/Grimm fight like in the comic books.

My life began to flash before my eyes _again_ , but I just skipped the stuff I've already seen. Pressing play at the moment I first woke up in this body I witnessed everything that happened to me over the last couple months and those that I had met.

A jolly fat man that served me waffles. An angelic ginger that would bring me some syrup and butter for said waffles. The sad little elf that tried to take my waffles away from me, but failed every time.

… Why does that not sound right?

Well anyways, an annoying little Faunus girl was always there with me since the beginning. Except now…

And that does not sound right.

Pushing through the pain I was experiencing I reached my single hand out towards the shocker. Sparks were emitting from my hand and I could see too many warning signs telling me what I was doing was stupid, but I didn't care.

My control over this body was draining too fast and my hand was still a few feet away from the muzzle. I don't know what caused it to appear, but a video screen popped up in front of my eyes showing the same little Faunus girl interacting with me.

Then one video became two, then three and before I knew it almost my entire vision was filled with videos of the times I spent with Clem. Seeing that face reminded me of why I've been trying so hard to fight against the little elf's last attempt on my life.

If she was out in whatever chaos the he spoke of, then what right did I have for sitting back on my robotic ass?

With what little strength remained I made to grab the muzzle and destroy it, but since this was me we are talking about I went and blew it. Instead I slapped the damn thing so hard that it ended up doing a one-eighty degree spin.

Never before have I seen a man duck so fast.

The electricity cut a jagged diagonal line right along the glass where the coward was standing behind. I ignored him for the moment though as I tried moving, and Oum be praised when my legs moved!

Of course, getting the use of my legs once more proved difficult. Like a toddler just learning to walk I shakily stood up on both legs, and was this room always so small?

My arm still clung uselessly against my side, but that didn't stop me from slowly making my way over to where the coward was hiding. I stood about eye level with the broken and blackened glass as I looked into the room.

There hiding right behind the control consol was the man of the hour, and I wasted no time in grabbing him. He tried to scramble away, but my charred hand clamped down atop him before he could get far.

He looked at me with fear in his eyes, but surprise as well when I put him back within his lookout. I wasn't letting him go yet however, and when he made for the elevator to take him down to the ground floor I smashed the door to bits with my foot.

Now trapped and at my mercy I went about the lab to see what I could do to prepare myself before heading off to find Clementine.

As far as I can recall Clementine was going to be at the Vytal Festival with the angelic ginger. So that meant that whatever this 'invasion' was then I would have a lot of things in my way between her and me.

Turning back to the scientist I motioned towards my useless arm, and even went so far as to pick it up with my free hand before dropping it.

"You w-want me to f…fix your arm?" His voice was meek, but I still picked up on it as I gave him a thumb up. "I do not possess the n-necessary equipment to perform such a task. Not to mention that I am by myself so the work would take days at best."

My arm was still useless then. Walking around the lab a little I found nothing that could be of any real use to me, but then I addressed the elephant in the room.

"The shock therapy arms? Are you insane?! You would need a mobile power source to even be able to use that, and this lab doesn't-" Professor whines-a-lot cringed at the tearing of metal as I tore my left arm off of the Paladin.

Mentally it hurt like a **female dog** , but I did my best to ignore the pain as I began tearing the working arm off of the ceiling.

"What are you doing you idiot?! You're going to bring the entire roof down on to both of us if you keep it up!" His screams went unheard as I began seeing the arm loosen, and with one good tug the whole arm came loose.

Surprisingly I found it to be almost the same size as my previous arm. Huh. How convenient I guess.

A large power cord fell down next to the arm, and with my robotic sensors (my eyes) I managed to locate where this thing was plugged up to. One of the biggest sci-fi cylinders I've ever seen was hooked up to the wall on the opposite end of the lab.

Walking over towards it I found that it was just small enough to fit onto my back, but I would need to secure it first before I could grab my new arm. An idea struck me like a bee to honey, and when I arrived at my old arm I saw the still intact magnetic restraint.

Ripping it off took some effort, but it paid off as I flashed it the coward's way and inclined my head to it.

"If you're wondering if it will still work for your 'plan' then yes, but I will have you know that this idea is… Are you even listening to me?!"

Of course I wasn't as fiddled with the restraint, and once I got it on I attached it to my back. Stuck on me now like rust I proceeded to tear the generator right out of the wall.

Any lights remaining in this forsaken hell-hole soon flickered out of existence as the big blue generator was strapped to my back nice and snug.

And now for the final piece of this very odd puzzle.

Trying to force the arm into my socket didn't work as I had hoped, but the fire emitting from the pipes along the wall gave me an idea.

It took a lot longer than what I was willing to risk, but I would need this thing if I was going to be able to save Clem from this invasion. The wires were disentangled and crudely melded to the Paladin, but when I tested out the firing on my new arm I saw the same electricity emit for a few seconds before I shut it off.

I must have looked like something out of a scientist's nightmare if how his expression was to be interpreted. Ignoring him however I began making my way out of this lab once and for all through a new hole in the wall that I just made.

What I saw made me even more determined to find Clem.

Rampant Grimm ran through the streets attacking anyone that dared got in their eyesight. Little tin men were fighting hunters and the police at the same time while I took note of the White Fang Bullheads flying off towards what looked to be Beacon Academy.

Now if I were a little girl trying to survive in the end of Vale where would I go?

I doubt she would have gone to the toy store, so I guess its Beacon then. I mean, it would stand as a literal beacon for those seeking shelter since it's so… damn… far away.

I hate my second life.

* * *

 **Hope everyone had a happy holiday and are enjoying any time off they have/had. Sorry that this once took a little bit longer than I hoped to get out, but I'm glad that it will be done before the New Year.**

 **We're getting close the end here ladies and gents, but I would estimate about another three to five chapters before then. Thank you all again for the best gift that you could give me, your support and reviews. Have a wonderful day everyone!**


	10. Rise of the Scrapheap

' _You have to be strong…'_ She could hear the words, but couldn't stand to listen to them right now. How could she when the world was ending all over again?

' _I hate with all my being to put this burden on to you, but our people need me right now…'_ When she needed him more than ever? It was the first time since that day when she felt alone all over again.

So many people were cramped into the Bullhead that she was forced into a corner all by herself. Most of them must have been human too if the way they avoided eye-contact with her was any hint.

She didn't care! She hadn't back then and she didn't now.

' _I-I'm going to fight for a better life for the both of us! S-so don't give me that look you… you…'_

"…brat! Pay attention when spoken too." Clem ignored the man that stood in front of her until he actually went and pinched her ear. "Listen here kid there's only so much room to go around and you're taking up too much space. Move."

Observing him he was at a few feet taller than her and wore a brown business suit that had a few sweat stains under the armpits. Giving him a dull stare she snickered before saying blandly, "No."

"Do I have to rough up a piece of Faunus scum just so my son can rest his beating heart? Tsk. I thought your kind had some hope too."

Oh boy a racist too.

Looking into the man's beady eyes she could see that he was scared, and frankly she was too after what she'd seen back in Amity. He was a portly man as well considering that most of that sweat must have been from him running for the transport.

She didn't even think this guy had a son and just wanted the space all for himself too. But if this asshole thinks that he can get away with treating her like this then he was so wrong.

A smart retort already on her tongue Clem was ready to speak when a sharp flash invaded her mind.

Thousands of people cheering suddenly turned into screaming when that Nikos girl cut Penny up. Scattered limbs but no red coming out, but rather sparks and loose wires. Penny's lifeless eyes seemed to lock onto her own as she didn't scream out or wail in pain like any person would have.

Penny wasn't human or Faunus. So what did that mean to Clem?

"What's wrong you little runt? Cat got your tongue?" His laughter sounded like a pig trying to sing, but she ignored him completely.

Penny was her friend! So why was she having such a hard time believing that?

She had her own quirks and personality that made her well her. Just like that useless Scrapheap back at that jerk Fizz's lab. But did that mean anything to her?

After being alone for so long she finally made a friend, but that one turned out to be a man in a metal shell. Then she made another through that man, but the girl was dead now and made up entirely out of machine.

Were they there to make her life happier or more dreadful? Why were all her friends turning out to be machines? Was their love even real to begin with?

Tears began to trickle down her face as she was so confused right now, and didn't know the answers to any of her questions. She had completely forgotten about the fat man when forcefully grabbed her arm and threw her to the ground behind him.

"Little brat. Right where you and your people belong." No one helped her as they just turned away. The man enjoyed his victory over a child as he plumped himself down into the corner she had been occupying.

The entire ship shoot with a jolt, and it actually came as a surprise to Clem when she figured out that it wasn't due to porky there.

Emergency lights flashed dangerously as screams erupted from the passengers before talons began piercing the walls. Clem looked around in a panic as people were pushed to the ground or huddling up to go… where?

They were hundreds of feet up in the air and the Grimm were running rampant. It was only a passing glance in the rush of the situation, but she saw it regardless.

A small chunk of the ship had been torn away and the head of a Gryphon was currently tearing into the fat man's neck like a juicy turkey leg. She didn't look his way again, but his screams for help bounced around in her head endlessly as the Grimm tore him apart.

It was then that she saw an open seat and ran straight towards it as fast as she could muster. Strapping herself in not a second later the entire ship lurched downwards as both Grimm and passengers rode the transport down towards the earth.

Clem didn't care anymore. Real or not she wanted her friends with her right now more than ever.

"I miss you both." Her whisper was lost in the chaos that went on within the Bullhead, and she closed her eyes as the entire ship came crashing down.

…

Whoever the dimwit was that decided to put a freaking school on top of a _mountain_ needs to be punched in the face. Multiple times.

I honestly shouldn't be complaining all that much considering that nice White Fang transport was kind enough to pick me up. What were the chances that they were heading to Beacon as well?

Okay pretty high, but still it was great luck for me.

Then they had to get themselves taken out by their _own_ , wild ferocious man/faunus-eating Grimm! I mean if you're going to cause the end of the world then at least train the damn things to not attack you at least.

Honestly the Fang has really deteriorated since I've been away, but bad monster training aside they crashed relatively close to Beacon. Straight into the cliffside right below Beacon, but who's complaining really?

It was difficult to climb up with only one limb, but I made it. Holy hell this place does _not_ look like a safe space for small children.

Fire rained down from the smoke filled sky while soldiers and Beacon students fought against the Grimm hoard. Not to mention the countless Atlas robots that have rose up against their creators and were killing everything in sight.

I spotted a group of uniquely colored students fighting off against Paladins as I pondered if they were technically my cousins or- Dammit now wasn't the time!

Continuing to search through the rough landscape I soon spotted a downed Bullhead that had crashed away from the heat of things. I might have written it off were it not for the few Grimm stragglers trying to claw their way in.

It was a long shot, but Clem may be in there and like hell I would let some Grimm turn her in a shish kabob.

I wasn't silent in my approach, but it came as a surprise when they gave me a passing glance before turning their attention back to the Bullhead.

From here I could hear a few cries for help, but none sounded like her voice.

Regardless I lifted up the shock-therapy coil and once the first few sparks began emitting I let loose the lightning. The Grimm howled in pain as the generator on my back did a great job at supercharging this thing!

In no time their corpses were… well they were already crisp black naturally, but they were dead when I saw them begin to decompose.

Questionable voices could be heard from within, but I ignored them as I pried off one of the doors to the transport. The survivors screamed when they saw what their savior looked like, but I tuned them out while I looked for Clem.

It wasn't a pretty sight. A lot of people were either dead or unconscious, hopefully the latter, but I wasn't finding Clem anywhere. And of course I couldn't ask them if there had been a little Faunus girl on this ship anyways thanks again to Fizzy.

I grimaced a little after seeing the remains of a business man sprawled out near the corner of the ship. Poor bastard had his entire neck chewed up leaving a gaping hole and blood to spill out.

Just about to give up my search here I looked away from the dead man's corpse to spot Clementine.

There strapped into one of the remaining seats was an unconscious Clem. Oh Oum I hope that she's unconscious. Trying to get to her proved more than a little difficult without being gentle as I tried to tear the straps off that had saved her life.

I was almost to her when something impacted my arm.

Looking to see what had hit me I saw a large icicle protruding from my forearm. Withdrawing my hand from the Bullhead I took a closer look at the four foot long ice lance.

Why was there no pain?

No time to ponder as a girl in all white charged at me with what looked like a thin metal sword. A few others were following behind her when I realized that they were the same students that had been fighting the other Paladins earlier.

Crud.

The girl leading the charge began firing more of those icicles towards me while a man with sandy blond hair and a monkey's tail sent two light clones after me.

Bringing up my arm to defend against the ice must have been a distraction as the clones and monkey Faunus began to attack my front. The Paladin's beaten frame was already reaching its limits as that guy's weapon was putting dents in me.

I didn't want to have to use it against others, but they left me no choice as I punched one of the clones out of existence. Managing to catch the other off guard I used the side of the coil to slap away the remaining clone.

The guy's face turned pale when I leveled the coil to his face, but before I could unleash its awesome power I found another thing stabbed into me.

' _If this keeps up I'll be a Caesar salad.'_ Amazing jokes aside I looked to see a blue-haired, goggle wearing guy with his halberd stabbed into the shoulder of the coil. A smile that could melt the heart of any flashed in my eyes as he jumped off me along with his weapon.

Blondie and goggles kept tag teaming me and it wasn't until I heard the startled cry of a woman did I turn to see the white haired girl helping the people in the Bullhead out.

A small group of Atlas soldiers were escorting the survivors off to safety, and to be honest I was happy. That happiness vanished when I saw the girl give Clem off to one of the soldiers, and that meant two things for me.

She would be getting the protection and most likely help that she needed, but it also meant that I may not get to see her again. Realizing that I couldn't feel any pain anymore meant that my grip was even looser on this body.

I needed to at least say goodbye before I moved on.

It was extremely selfish of me and I hated myself for it, but seeing her grow further and further away from me made me desperate to hold her again.

Making my decision I charged after her.

* * *

 **I'm so sorry that this wasn't out sooner. It would have been out a week earlier, but I had exams and that took most of my time up. I'm actually glad that I'll be finishing this story soon as not only will it be my first finished story, but I'll also be able to get started on some of my other ideas for other fics.**


	11. Fall from Grace

A few things happened when I started moving.

First, the Hunters prepped their weapons and were on me in a second. Guess I spooked them a little, but I would be afraid of a giant metal robot frantically moving towards me.

Next, the Atlas soldiers that were escorting the survivors and Clem split off. Some stayed to help the Hunters while the rest continued to get the civilians to safety.

Also was it me, or did more and more Grimm seem to be coming out of nowhere?

Regardless, none of them were going to deter me from my goal. As battered as this body may be, the Hunters still didn't want to be crushed beneath a twenty foot wall of scrap metal and heated electricity. Removing themselves at first I thought I was in the clear until they noticed that they weren't my intended target.

The Schnee girl tattled on me and now I had to deal with more young hormonal teenagers with honest to Monty ridiculous weapons. I mean that bunny girl was wielding a camera!

Swords I can accept. Guns I can accept. Hell, gun-swords I can accept, but a fucking camera?!

' **Out of my way!** ' They couldn't hear me, but some lost their nerve while others simply avoided me to only attack me from behind. My momentum didn't slow down either, but rather increased as Clem grew closer and closer.

So why was I slowing down again?

Looking beneath me I saw large, overly designed snowflakes forming beneath me. They turned dark a second and I could feel gravity sitting its fat-rump on my back. I looked around and spotted the Schnee girl concentrating on keeping me in place, and spotting the blond and goggles catching up along with a few others I knew I didn't have much time.

So I did the one thing that no one ever thought I was good at.

I used my noodle.

The first idea that came to mind was to try and break the snowflakes, but when I tried to lift my arms they would move barely a few feet, and my hold was weak enough as it was on this body.

Idea numero dos came to me quicker than I thought it would, and lucky for me it was one that allowed me to become a super-badass. Pushing myself up as far as my battered arms would allow me I flopped over onto my side facing towards the Schnee.

Then I played dead.

I ceased moving until I observed that she thought that I was done for, and I could feel the weight of gravity lifting just a tiny bit. It was all I needed though as I quickly blind-fired the coil in her general direction.

Unleashing its righteous thunder the white-clad girl ceased trying to hold me in favor of getting the hell out of the way. Electricity shot across the open ground causing small arcs of energy to connect with the ground and leave nasty singed cracks.

I didn't stay to watch the rest of the fireworks however as I pushed the Paladin to its limits to get itself up. The multiple groans and pops that I heard afterwards confirmed that I wouldn't be getting up again from that girl's gravity warping snowflake attack again.

She shouldn't try anything else, and the same should go for her friends as well as I fire the coil behind me to ward them off. I couldn't- no didn't care if they lived or died. They were Hunters and should be able to dodge a simple shot from a completely unstable, highly unpredictable generator coil that left the ground electrified.

Running wouldn't be the term I would use for how I was half running half galloping towards the retreating soldiers. They tried to run, but even in my state I was still able to catch up to them. Most pointed their guns at me, but any bullets fired wouldn't stop me.

I scooped up the soldier carrying Clem in a heartbeat while keeping the momentum of my half-run. The man panicked in my hand while Clem remained unconscious.

This guy was a total wuss.

The sound of bullets striking metal assaulted my ears as I held both the soldier and Clem close to my chest. They were shooting us?!

They were going to hit her! They were going to hit her! They were going to hit her!

Even the soldier started calling for a cease fire from his fellows, but I don't think they would hear them. They wouldn't hear his shouts of warning either as, without thinking, I fired the coil behind me sending lethal arcs of energy into both soldier and civilian alike.

… …

Silence so deep that even the static that ran through my head was barely a whisper as I looked upon the death I had just dealt.

Black charred bodies lay smoldering on the ground while others still twitched in odd spasms as some remaining electricity remained. But despite that, I knew that I had killed those people. They didn't deserve to die, but one stray bullet was all it would have took to end the life of the little girl in my hand.

"You bastard! How could you do something like this?!" I had forgotten about the soldier that still held onto Clem in my hand. He shielded her as best he could, and for that I commended this man, but at the same time I now knew that he wouldn't give her to me.

Setting him down gently, more for her sake than his, I pointed to the grunt and opened up my head. I heard him gasp when he realized that I was all self-piloted, but when I didn't feel him putting her inside the cockpit I looked back up.

"You think I'm going to let you take her? After the death that those people, my _friends_ , just suffered do you really think I'm just going to hand you this little girl?" He was more perceptive than I, but that didn't help his situation at all.

Pointing at Clem and then to the inside of my head again the soldier began to back away. One last time I did this, and he did not comply with my demands.

Just as he was about to run as fast as he could away with Clem my hand shot out and crushed his legs. His screams went ignored as they were filtered into the static inside my head, and I let him live only since he tried protecting Clem.

A small voice in my head whispered, _"Look at the monster that you have become…"_

It didn't matter, not in the slightest.

I will do anything to protect this innocent girl who saved me from the darkness of my own mind. She provided a distraction for me so that I couldn't really focus on the nightmares that plagued me.

Parents who didn't want anything to do with me, and shunned me for being a disappointment. No friends to help me through my dark times in need of a shoulder to cry on. A terrorist group that only wanted me to fill up their ranks before I would be sent off to slaughter in the name of 'equality.'

I did die in fact, and through something that I will never be able to comprehend, I was brought back to life in the very tool that had killed me. Was that all I was? Yet another soul to fill up the ranks of some higher power to kill and kill?

Hell no.

I only killed to protect the one person who actually gave a damn. I only killed to keep her safe and be the friend to her that I never got to have. I only killed because those that wanted to take my friend away from me needed to die.

Even now she had distracted me from the darkness that surrounded us.

Grimm covered all sides as they had been attracted to the sure feast that was my dark mind and soul. Well I say let them feast on me, but may they go hungry as to not even get a lick of Clementine.

Picking her up from the screaming soldier I gently placed the light of my world into my head before closing up. The Grimm rushed in like a black flood before they covered my entire body with their own.

The scratches, the howls, the screams, even the soft breathing of the young life that I protected dearly. They all faded into the static.

And so too did I.

…

Bright lights filled her vision as her eyes slowly began to open up.

Clementine awoke a second later in a panic as all she could remember were the Bullhead shaking, people screaming, and a man having his neck torn open. They were all things that she wanted to get out of her head, but no matter how hard she tried they wouldn't go away.

She nearly jumped out from her skin as the door to the hospital room that she layed in opened up.

To her immense relief she saw that it was Dr. Polendina. Her excitement died however when she saw the fake smile the man put up for her. Clem looked into his eyes and could only see sadness, and even a flicker of hatred.

Somehow she felt that it wasn't directed at her however.

"What happened?" Before he could even utter a word Clem asked the question.

"Vale was attacked. It started at Amity, and from there the chaos and negativity spread like wildfire." Amity had been where the fights had been held and- what about Penny?!

Seeming to read her thoughts Dr. Polendina sat on her bedside and it was the tears that welled up in his eyes that told her what had happened before he even said anything. "Penny… she had been the first one killed at Amity. Her death sparked the negativity that had brought the Grimm down upon us."

It was unreal to think of, and it hurt to do so as she had now lost a friend. One she had saw as a big sister to her when she had no siblings.

"What about Scrap?" To her surprise the anger that she had seen had surfaced first before the tears ran down his face. The sadness returned when he looked at her, and his only words were, "Come Clementine. I think it would be best that you see him for yourself."

Taking her hand Dr. Polendina led her out from the infirmary that so many others had been housed in. It didn't take her long to realize that they were in Beacon academy, but it had taken quite a beating it seemed.

Many students and civilians alike filled the grounds trying to help out wherever they could. Buildings lay in rubble while the signs of battle could be seen everywhere, but it wasn't until they reached the center of the courtyard that Clem's heart stopped.

His body lay broken and discarded. Black dust and scratches covered his entire body letting sparks, wires, and torn metal distort how he had once looked. A giant machine of some kind lay atop his back and even replaced his left arm as it still sparked with life.

No one dared approached it now, but Clem rushed towards him without hesitation. Dr. Polendina had called after her, but she ignored him entirely as some sparks of energy lashed out at her. Some miracle, or just some dumb luck, saved her from being killed.

The heat of each arc singed her just a bit, but she ignored the pain as she reached his head. "Hey there idiot. Stop sleeping and get up. You're not going to just leave me like that are you? Hey! Wake up. Wake up!" Dread crept up in her like a snake around its prey, and its coils tightened harder and harder each second he didn't get up.

"Wake up you idiot! You're not supposed to leave me!" Friends don't abandon each other, and she wasn't about to let his lazy ass turn on her. Her small fists hit the large metal bulk of his head over and over and over and over and…

A hand grabbed her shoulder, and she cried when it was one of flesh and not of metal. One of the Hunters she presumed turned her around, and it was only sadness that embraced her rather than the warm presence of a friend as the Hunter carried her away from the empty husk that was her friend.

Today she lost two siblings; both made machine, but more human than any she'll ever meet. Tears silently fell down her cheeks as Clementine whispered, "Good-bye big brother. Good-bye big sister."

The tiny piece of scrap that she clutched in her hand would be all that she had to remember him by.

* * *

 **I'll admit that it was hard thinking of a way to end this series. To be honest I've just been so caught up with my main fic and work that I kind of lost interest in writing this one. While it was short it still got more reception than I thought it would, and I'm glad that you all enjoyed it.**

 **I'm a little disappointed with this ending though, and I apologize if it leaves some of you unsatisfied, but I just didn't want to drag this one out any longer. I'm most likely going to keep to one fic at a time so that I don't have to worry about more than one for right now. Thank you all again for taking your time to read my story, and I hope you all enjoyed it regardless.**


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